NDL Ventures Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”)
are pleased to present the 40th (Fortieth) Annual Report of the Company along with the Audited Financial
Statements for the financial year ended March 31,2025.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), this Board’s Report is prepared based on the standalone financial statements
of the Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of the Company’s financial performance for the financial year ended March 31, 2025, are
summarized as under:

Particulars	FY 2024-25	FY 2023-24
Total income	494.31	590.15
Total expenses	390.46	410.04
Earnings before Interest, Depreciation, and taxes	103.85	180.11
Finance Costs	-	-
Depreciation and Amortization	-	-
Profit/(Loss) before tax from continuing operations	103.85	180.11
Tax
- Current Tax	25.48	31.55
- Deferred Tax	19.29	(13.02)
Profit/(Loss) after tax for the year.	59.08	161.58

Since the Company has no subsidiaries, the
consolidated financial results are not required to be
prepared and hence, not provided. The Company
presently holds real estate as part of its Real Estate
business segment and has invested surplus funds in
inter-corporate deposits. In 2022, the Company has
amended its Memorandum of Association to enable
it to carry on business in the financial services sector.

The “Merger by Absorption” of Hinduja Leyland
Finance Limited with the Company, as proposed
by the Board of Directors of the Company, subject
to shareholders and necessary statutory/regulatory
approvals, is in progress.

DIVIDEND

The Board of Directors, at their meeting held on April
29, 2025, recommended the payment of dividend of
'' 0.50 (Paise fifty only) per equity share (previous
year '' 1.00 per equity share), i.e., 5% of the face
value of equity share of '' 10/- each for the financial
year 2024-25. The proposal for such a dividend
is subject to approval of the shareholders at the
ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with
the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy, in terms of
Regulation 43A of the SEBI Listing Regulations
is available on the Company’s website at
https://ndlventures.in/investors/corporate-policies/

TRANSFER TO RESERVES

No amount has been proposed to be transferred to
the General Reserve during the financial year ended
March 31,2025.

CHANGES IN SHARE CAPITAL

The paid-up equity capital of the Company as on
March 31, 2025, was '' 33,67,16,210/- comprising
of 3,36,71,621 Equity Shares of '' 10/- each. The
said shares are listed on the BSE Limited and the
National Stock Exchange of India Limited. There
was no change in the paid-up equity capital of the
Company during the year under review.

As on March 31, 2025, out of the Company’s total
paid-up equity capital comprising of 3,36,71,621
Equity Shares, 3,30,42,498 Equity Shares (98.13%)
were held in dematerialized mode. The Company’s
equity shares are compulsorily tradable in electronic
form.

UPDATE ON SCHEME OF MERGER

The Company has been informed by the Reserve
Bank of India that the Company would be granted
Certificate of Registration (CoR) as a Non Banking
Finance Company once the merger of Hinduja
Leyland Finance Limited (HLFL) with the Company
is approved by the NCLT and that simultaneously
on merger and surrender of CoR by HLFL. Thus,
in order to take forward the proposal for the Merger
by Absorption of Hinduja Leyland Finance Limited
(HLFL) into itself and as suggested by RBI, HLFL
has re-initiated the process of obtaining NOC from
RBI regarding its merger with NDL Ventures Limited.
The process of approval is underway, and the
Company has been providing information as required
by the RBI for the purpose. Post receipt of NOC by
HLFL, the Company will initiate seeking approvals
of statutory/regulatory authorities in line with the
requirements of relevant applicable provisions of the
Companies Act, 2013, SEBI Listing Regulations and
other laws for the proposed merger of HLFL.

BUSINESS REVIEW

State of the Indian Economy

The global economy witnessed continued global
uncertainty marked by geopolitical tensions,
inflationary pressures, and shifting monetary policies
across major economies. Growth was uneven
across regions, with advanced economies (AEs)
recording stable expansion while emerging markets
and developing economies (EMDEs) reporting
mixed trends. Global manufacturing weakened,
particularly in Europe and parts of Asia, due to
supply-chain disruptions and reduced external
demand. The services sector remained resilient and
contributed positively to economic activity. Inflation
pressures eased in most economies but remained
persistent in the services sector. Key geopolitical
risks include the Russia-Ukraine conflict, the Israel-
Hamas conflict, cyber threats and global trade
route disruptions. Inflation declined globally due to
monetary tightening but remained high in services,
driven by wage growth.

Despite these challenges, the GDP growth estimated
at 6.4% for FY25, maintaining strong domestic
economic momentum. The service sector expanded
by 7.2% in FY25, led by financial services, IT and
public administration. This growth has positively
impacted the financial services sector, particularly
the NBFC segment, which continued its recovery
post-COVID.

Nature of Company’s Business and future
outlook

The Company has taken steps to focus on the
financial services sector and towards this the Board of
Directors of the Company have proposed a “Merger

by Absorption” of Hinduja Leyland Finance Limited
with the Company. The financial services sector
in India is booming and with the encouragement
given by the Government of India for boosting of the
economy, and with the interest rate cuts announced
by the Reserve Bank of India to boost economic
growth, the financial services sector is expected to
do exceedingly well in the years to come.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31,2025, the Company does not have
any subsidiary, associate, or joint venture company.
As such, a statement containing the salient
features of financial statements of subsidiaries of
the Company in the prescribed Form AOC-1 is not
required to be prepared, hence, does not form a part
of this Annual Report.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent
people with proven competence and integrity.
Besides their experience, strong financial acumen,
strategic astuteness, and leadership qualities, they
have a significant degree of commitment towards
the Company and devote adequate time to the
meetings and preparation.

Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152(6)
of the Act and in terms of the Articles of Association
of the Company, Mr. Sachin Pillai, Director (DIN:
06400793) is liable to retire by rotation at the
ensuing 40th Annual General Meeting (“40th AGM”)
and being eligible, seeks reappointment. The Board
recommends his reappointment for the consideration
of the members of the Company at the forthcoming
40th AGM.

Change in Independent Directors

Mr. Anil Harish (DIN: 00001685) who was on the
Board of our Company for over a decade resigned
from the Board of the Company vide his resignation
letter dated July 8, 2024 due to his pre-occupation on
the Boards of various other companies and his busy
engagements in the charitable work he is carrying
out with respect to different colleges and educational
institutions supported by him and his family.
The Board places on record its appreciation for the all
the valuable support and guidance provided by MrAnil
Harish to the Board and the management during his
tenure as the Independent Director of the Company.

The Board, at its meeting held on August 8, 2024,
based on the recommendation of the Nomination
and Remuneration Committee of the Company,
appointed Mr. Debabrata Sarkar (DIN: 02502618) as
Independent Director for a period of five consecutive

years, which was subsequently approved by the
shareholders of the Company at 39th Annual
General Meeting held on 13th September, 2024.

In Accordance with Section 149(09) and Section
149(10) which outline the requirement of maximum
tenure for independent director on the boards of
company, Ms. Bhumika Batra (DIN: 03502004)
was appointed initially on the Board of company on
11th March 2015 as a non-executive independent
director and reappointed on 11th March 2020 for a
period of 5 years ending on 10th March 2025 subject
to approval of shareholders which was subsequently
approved by shareholders at 35th Annual General
Meeting of the Company held on 30th September
2020. Ms. Bhumika Batra (DIN: 03502004)
successfully completed 2 consecutive terms of 5
years each on 10th March 2025 and retired from
the board and Committees of the company adhering
to the provisions of section 149 of the companies
Act, 2013 from the closure of business hours of
10th March 2025.

The Board places on record its appreciation for the
all the valuable support and guidance provided by
Ms. Bhumika Batra to the Board and the management
during her tenure as the Independent Director of the
Company.

The Board, at its meeting held on February 18, 2025,
based on the recommendation of the Nomination &
remuneration Committee of the Company, appointed
Ms. Vandana Jaisingh (DIN: 06674779) as an
Independent Director for a period of 2 (two) years
subject to the approval of the shareholders through
Postal Ballot Notice dated March 26, 2025 which
was approved by the shareholders of the company
through requisite majority on 27th April, 2025. The
results of postal ballot and scrutinizers report was
submitted to the exchange on 28th April, 2025.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51)
read with Section 203 of the Act, the following are
the Key Managerial Personnel of the Company as
on the date of this report:

> Mr. Amar Chintopanth, Whole - Time Director &
Chief Financial Officer

> Ms. Sumati Sharma, Company Secretary

Change in Key Managerial Personnel

Mr. Ashish Pandey, has ceased to act as Company
Secretary and Compliance Officer of the company
with effect from closure of business hours of
November 30, 2024, due to an internal transfer.

The Board places on record its appreciation for the
all the valuable support and expertise in dealing with
legal and compliance aspect of the company by
Mr. Ashish Pandey during his tenure as the Company
Secretary and Compliance Officer of the Company.

The Board, at its meeting held on November 28,2024,
based on the recommendation of the Nomination
& remuneration Committee of the Company,
appointed Ms. Sumati Sharma (M.No.-A51019) as
the Company Secretary and Compliance Officer of
the Company with effect from 01st December 2024.

Brief Profile of Ms. Sumati Sharma (Company
Secretary & Compliance Officer)

Ms. Sumati Sharma has over 8 years of work
experience across companies in varied industry
segments. She is Associate Member (ACS-51019)
of the Institute of Company Secretaries of India.
In addition, she has done B. Com. from Vikram
University, Ujjain, Madhya Pradesh.

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss
and decide on the Company’s business policy and
strategy apart from other Board business. The
Board/Committee meetings are pre-scheduled,
and a tentative annual calendar of the Board and
Committee meetings is circulated to the Directors
well in advance to help them plan their schedule and
ensure meaningful participation in the meetings.
Only in case of special and urgent business, if the
need arises, the Board’s or Committee’s approval
is taken by passing resolutions through circulation
or by calling the Board / Committee meetings at a
shorter notice, in accordance with the applicable
laws. The agenda for the Board and Committee
meetings includes detailed notes on the items to
be discussed to enable the Directors to make an
informed decision.

During the financial year 2024-25, the Board met 6
(six) times. The details of the meetings of the Board
of Directors of the Company held and attended by
the Directors are given in the Corporate Governance
Report which forms part of this Report.

The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the Act
and the SEBI Listing Regulations.

BOARD COMMITTEES

As required under the applicable laws, the Board
delegated certain functions to its various committees
that are established for that purpose. These
committees conduct detailed reviews of the items
under their purview before presenting them to the
Board for consideration. The committees appointed

by the Board are dedicated to specific areas and have
the delegated authority to make informed decisions
within their respective scopes. Generally, committee
meetings are held before the Board meeting, and
the Chairperson of each committee reports to the
Board about the deliberations and decisions taken
by the committees. They also provide specific
recommendations to the Board on matters within
their purview. All decisions and recommendations
made by the committees are presented to the Board
for either approval or information. During the year
under review, all recommendations made by the
committees have been accepted by the Board.
The details of the composition of the Committees,
their meetings held during the year including their
terms of reference are provided in the Corporate
Governance Report. The composition and terms
of reference of all the Committees of the Board of
Directors of the Company is in line with the provisions
of the Act and the SEBI Listing Regulations.

As on March 31, 2025, the Board has 6 (six)
Committees:

1. Audit Committee,

2. Nomination & Remuneration Committee,

3. Corporate Social Responsibility Committee,

4. Risk Management Committee,

5. Stakeholders Relationship Committee, and

6. Committee of Directors - Integration Committee.

Details of composition, role and responsibilities of the
said Committees, the particulars of meetings held,
and attendance of the Members at such Meetings are
mentioned in the Report on Corporate Governance
attached as “Annexure B”, which forms part of this
Annual Report.

COMPOSITION AND MEETINGS OF
AUDIT COMMITTEE

The Board has established a qualified and
independent Audit Committee in accordance with
the requirements of Section 177 of the Act and
Regulation 18 of the SEBI Listing Regulations.
The Audit Committee was comprised of four (04)
Members till 10th March, 2025. The Committee was
chaired by Mr. Anil Harish, Independent Director,
ceased w.e.f. July 08, 2024, and thereafter, by
Mr. Munesh Khanna, Independent Director. The
other Members of the Committee are Ms. Bhumika
Batra, Independent Director till March 10, 2025,
Mr. Debabrata Sarkar, Independent Director from
August 08, 2024, Mr. Sudhanshu Tripathi, Non¬
Executive Director till August 08, 2024, and Mr.
Sachin Pillai, Non- Executive Non-Independent
Director from August 08, 2024. Currently, the Audit
Committee is comprised of three (03) members,
viz., Mr. Munesh Khanna, Independent Director &
Chairman of the Committee, Mr. Debabrata Sarkar,

Independent Director and Mr. Sachin Pillai, Non¬
Executive Non-Independent Director. The Committee
met 4(four) times in the financial year 2024-25. The
Board has accepted all the recommendations of the
Audit Committee during the year under review.

Details of the role and responsibilities of the Audit
Committee, the particulars of meetings held, and
attendance of the Members at such Meetings are
mentioned in the Report on Corporate Governance,
which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF
NOMINATION AND REMUNERATION
COMMITTEE

The Nomination and Remuneration Committee is
comprised of three Members. The Committee was
chaired by Mr. Anil Harish, Independent Director,
ceased w.e.f. July 8, 2024, and thereafter, by
Ms. Bhumika Batra, Independent Director, till March
10, 2025, and thereafter by Mr. Munesh Khanna,
Independent Director. The other Members of the
Committee are Mr. Debabrata Sarkar from August
08, 2024, Independent Director and Mr. Sudhanshu
Tripathi, Non-Executive Director. The Committee
met 3(three) times in the financial year 2024-25.

Details of the role and responsibilities of the
Nomination and Remuneration Committee, the
particulars of meetings held, and attendance of the
Members at such Meetings are mentioned in the
Report on Corporate Governance, which forms part
of this Annual Report.

COMPOSITION AND MEETINGS OF
STAKEHOLDERS RELATIONSHIP
COMMITTEE

The Stakeholders Relation Committee is comprised
of three Members. The Committee was chaired
by Ms. Bhumika Batra, Independent Director till
March 10, 2025 and thereafter by Ms. Vandana
Jaisingh, Independent Director. The other Members
of the Committee are Mr. Sudhanshu Tripathi,
Non-Executive Director and Mr. Amar Chintopanth,
Whole-Time Director & Chief Financial Officer. The
Committee met once in the financial year 2024-25.

Details of the role and responsibilities of the
Stakeholders Relationship Committee, the
particulars of meetings held, and attendance of the
Members at such Meetings are mentioned in the
Report on Corporate Governance, which forms part
of this Annual Report.

DECLARATION BY INDEPENDENT
DIRECTORS

As on date of this report, Mr. Anil Harish (ceased w.e.f.
July 8, 2024), Ms. Bhumika Batra (till March 10, 2025),

Mr. Munesh Khanna, Mr. Debabrata Sarkar (from
August 08, 2024) and Ms. Vandana Jaisingh (from
February 18, 2025) are the Independent Directors
of the Company. All the Independent Directors of
the Company have submitted their declaration,
inter alia, confirming that:

> they meet the criteria of independence as
prescribed under the provisions of the Act, read
with the Schedule and Rules made thereunder,
and the SEBI Listing Regulations. There has
been no change in the circumstances affecting
their status as Independent Directors of the
Company.

> they have complied with the Code for
Independent Directors prescribed under
Schedule IV to the Act; and

> they have registered themselves with the
Independent Director’s Database maintained
by the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance
or situation that exists or may be reasonably
anticipated that could impair or impact their ability to
discharge their duties with an objective independent
judgment and without any external influence.

None of the Directors of the Company are disqualified
for being appointed as Directors as specified under
Section 164(2) of the Act read with Rule 14(1) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014.

CODE OF CONDUCT FOR DIRECTORS
AND SENIOR MANAGEMENT

All the Directors and senior management have
affirmed the compliance of the Code of Conduct as
approved and adopted by the Board of Directors
and a declaration to this effect signed by the
Whole-Time Director & Chief Financial Officer has
been annexed as “Annexure A” to this Report in
line with the requirement of Regulation 26(3) read
with Schedule V(D) of the SEBI Listing Regulations.
The Code of Conduct of the Company is available
on the website of the Company at http://ndlventures.
in/investors/code-of-conduct/.

FAMILIARISATION PROGRAMME
FOR DIRECTORS INCLUDING
INDEPENDENT DIRECTORS

The Company has an orientation process/
familiarization program for its directors (including
Independent Directors), which includes sessions on
various business and functional matters and strategy
sessions. The Company ensures induction and
training programs are conducted for newly appointed

Directors. New Directors are taken through a detailed
induction and familiarization program, including
briefing on their role, responsibilities, duties, and
obligations, the nature of the business and business
model, matters relating to Corporate Governance,
Code of Business Conduct, Risk Management,
Compliance Programs, Internal Audit, etc. This is in
compliance with the requirements of Regulation 25(7)
of the SEBI Listing Regulations. The Company’s
Whole-Time Director & CFO makes presentations
to Board members every quarter, sharing updates
about the Company’s business strategy, operations,
and the key trends in the industry relevant for the
Company. These updates help the Board members
in keeping abreast of the key changes and their
impact on the Company. The Board members are
regularly updated on business updates, business
models and the competitive environment. The
Board is also updated on organizational risks,
industry review, internal financial controls, changes
in corporate and allied laws through presentations.

The details of the Familiarization Programme
conducted are available on the website of the
Company at https://ndlventures.in/contents/
static/uploads/inv/sebi-clause46/Familiarisation
programme of Independent Directors (1) .pdf

DIRECTOR’S RESPONSIBILITY
STATEMENT

Pursuant to the requirements of Sections 134(3)(c)
and 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, confirm that for
the financial year ended March 31,2025:

a. in the preparation of the annual accounts for
the year ended March 31,2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

b. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent to give a true and fair view of the
state of affairs of the Company as of March 31,
2025, and of the profit/loss of the Company for
the year ended on that date;

c. the Directors have taken proper and enough 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 financial controls are adequate
and are operating effectively; and

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

ANNUAL EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Board evaluation is an essential part of
the Company’s commitment to good corporate
governance. By conducting an annual evaluation
of its Board, Committees, and individual members,
the Company demonstrates its commitment
to transparency, accountability, and effective
governance. It enables the Board to identify areas
where it can improve its performance and ensures
that the Company’s governance practices remain in
line with best practices. The Company’s Corporate
Governance Guidelines require an annual
evaluation of all Board Members and the functioning
of the Board and its mandatory Committees.
These mandatory Committees includes the
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and
Risk Management Committee. The purpose of
the evaluation is to assess the performance of
the Board, and its committees and identify areas
for improvement. During FY2024-25, the Board,
its committees, and individual directors, including
the Chairman, underwent a comprehensive
performance evaluation.

The Company engaged the services of an external
agency to undertake the evaluation process.
The manner in which the Board has carried out the
evaluation in consultation with such an external
agency has been explained in the Corporate
Governance Report, which forms part of this
report. The Independent Directors at their separate
meeting held on February 18, 2025 reviewed the
performance of Non-Independent Directors and
the Board as a whole, Chairman of the Board after
taking into account the views of Executive Director
and Non-Executive Directors, the quality, quantity
and timeliness of flow of information between the
Company’s management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate
Governance has been fundamental to the business
of the Company since its inception. The Board of
Directors reaffirm their continued commitment to
good Corporate Governance and ethical practices.

Your Company has complied with the Corporate
Governance requirements specified under SEBI
Listing Regulations during the year under review.

A detailed report on Corporate Governance as
required under Regulation 34 read with Schedule
V of the SEBI Listing Regulations is annexed as
“Annexure B” to this report.

As required by Schedule V(E) of the SEBI Listing
Regulations, a certificate from Practicing Company
Secretary certifying that the Company has complied
with the conditions of Corporate Governance as
required therein is annexed as “Annexure C”
to this Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing
Regulations, the separate section on Management
Discussion and Analysis, as approved by the Board,
which includes details on the state of affairs of
the Company, forms part of this Annual Report as
“Annexure D”.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
SEBI vide Circular No. SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated July 12, 2023, requires
Top One Thousand listed entities based on market
capitalization, to submit Business Responsibility
and Sustainability Report (BRSR) as per the format
specified by SEBI. As the name of NDL Ventures
Limited did not fall under the list of top 1000 listed
Companies based on market capitalization provided
by NSE and BSE. Business Responsibility and
Sustainability Report (BRSR) for the FY2024-25 is
not applicable to NDL Ventures Limited.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from
the public within the meaning of Chapter V of the
Act, and rules made thereunder during the financial
year 2024-25.

LOANS, GUARANTEES, AND
INVESTMENTS

Particulars of loans given, investments made,
guarantees given, and securities provided are given
in Note nos. 5 and 6 of the Notes forming part of
Financial Statements.

INTERNAL FINANCIAL CONTROL
SYSTEM AND THEIR ADEQUACY

The Company has comprehensive internal control
mechanism and also has in place adequate
policies and procedures for the governance of
orderly and efficient conduct of its business,
including adherence to the Company’s policies,
safeguarding its assets, prevention, and detection

of frauds and errors, accuracy and completeness
of the accounting records, and timely preparation
of reliable financial disclosures. The Company’s
internal control systems are commensurate with the
nature of its business, and the size and complexity
of its operations and such internal financial controls
concerning the Financial Statements are adequate.
The Company’s Internal Auditor (IA) reports to the
Audit Committee and submits its report annually. The
remediation of deficiencies as identified by the IA has
resulted in a robust framework for internal controls.
Further, Statutory Auditors in its report expressed
an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal
financial controls.

The Company has complied with specific
requirements as laid under Section 134(5)(e) of the
Act, which calls for establishment and implementation
of the Internal Financial Control framework that
supports compliance with requirements of the Act in
relation to the Director’s Responsibility Statement.

The Audit Committee, based on its evaluation,
has concluded that as on March 31, 2025,
your Company’s internal financial controls were
adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual
Return of the Company prepared as per Section
92(3) of the Act for the financial year ended March
31,2025, is available on the Company’s website and
can be accessed at https://ndlventures.in/investors/
annual-reports/.In terms of Rules 11 and 12 of the
Companies (Management and Administration)
Rules, 2014, the Annual Return shall be filed with the
Registrar of Companies, within prescribed timelines.

STATUTORY AUDITORS AND THEIR
REPORT

Based on the recommendation of the Audit
Committee and Board of Directors, the shareholders
of the Company at the 37th Annual General Meeting
held on September 27, 2022 appointed M/s. S. K.
Patodia & Associates, Chartered Accountants (Firm
Registration No. 112723W) as Statutory Auditors of
the Company for a period of three years commencing
from the conclusion of 37th Annual General Meeting
till the conclusion of 40th Annual General Meeting
of the Company. M/s. S. K. Patodia & Associates,
Chartered Accountants (Firm Registration No.
112723W) confirmed their eligibility for appointment
as Statutory Auditors of the Company.

M/s. S. K. Patodia & Associates, Chartered
Accountants, Statutory Auditors of the Company
have issued an unmodified opinion on the Financial
Statements for the financial year 2024-25 and the
Auditor’s Report forms part of this Annual Report.

Further, subject to the approval of Shareholders in
their 40th Annual General Meeting, the Board has
approved the re-appointment of M/s. S. K. Patodia &
Associates, Chartered Accountants (Firm Registration
No. 112723W) as Statutory Auditors of the Company
for a period of 5 (five) consecutive years commencing
from the conclusion of 40th Annual General Meeting
till the conclusion of 45th Annual General Meeting of
the Company.

REPORTING OF FRAUDS BY
AUDITORS

The Statutory Auditors have not reported any
instance of fraud committed against the Company
by its officers or employees under Section 143(12)
of the Act.

SECRETARIAL AUDITORS AND THEIR
REPORT

According to the provisions of Section 204
of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Board had appointed
Ms. Rupal Jhaveri, a Practicing Company Secretary
(CP: 4225) to undertake Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report
in the Form No. MR-3 for the year ended March 31,
2025 is annexed as “Annexure E” to this Report.

The Secretarial Audit Report for the year under review
does not contain any qualifications, reservations,
or adverse remarks.

In accordance with the Regulation 24A of the SEBI
Listing Regulations, the Company has obtained
Annual Secretarial Compliance Report from
Ms. Rupal Jhaveri, Practicing Company Secretary,
confirming compliances with all applicable SEBI
Regulations, Circulars and Guidelines for the year
ended March 31,2025.

Ms. Rupal Jhaveri, Practicing Company Secretary,
has issued a certificate confirming that none of the
Directors on the Board of the Company has been
debarred or disqualified from being appointed or
continuing as Directors of companies by SEBI/MCA
or any such statutory authority. The said certificate is
annexed to this Report.

In line with the amended Regulation 24A of the
Listing Regulations, subject to the approval of
Shareholders in their 40th Annual General Meeting,
the Board has approved the appointment of
Ms. Rupal Jhaveri, Practicing Company Secretary
as the Secretarial Auditors of the Company for a
term of 5 (five) consecutive years with effect from
FY 2025-26 to FY 2029-30.

COMPLIANCE OF SECRETARIAL
STANDARDS

Section 118 of the Act mandates compliance with
the Secretarial Standards on board meetings and
general meetings issued by the Institute of Company
Secretaries of India, as amended from time to
time. During the year under review, the Company
has complied with the applicable Secretarial
Standards (SS).

COST RECORDS AND AUDIT

The Company is not presently engaged in any
activity on which cost audit is applicable.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of
identification of related parties and transactions with
related parties, its approval and review process.
The Company’s Policy on dealing with materiality of
related party transactions is available on the website
of the Company at https://ndlventures.in/investors/
corporate-policies/. There are no materially
significant related party transactions that may have
potential conflict with interest of the Company at
large.

All related party transactions during the financial
year 2024-25 were in the ordinary course of business
and at an arm’s length basis and do not attract
the provisions of Section 188 of the Act, hence,
no particulars in Form AOC-2 have been furnished.

Related party transactions entered during the
financial year under review are disclosed in note
no. 24 of notes to the financial statements of the
Company for the financial year ended March 31,
2025. These transactions entered were at an arm’s
length basis and in the ordinary course of business.
All the transactions with related parties were
reviewed and approved by the Audit Committee and
were in accordance with the Policy on dealing with
and materiality of related party transactions and the
related party framework, formulated and adopted by
the Company.

In terms of Regulation 23 of the SEBI Listing
Regulations, the Company submits within the
stipulated time from the date of publication of
its financial results for the half year, disclosures
of related party transactions, in the specified
format to the Stock Exchanges i.e. BSE and NSE.
The said disclosures are available on the website
of the Company at https://www.ndlventures.in/
investors/financial-results-2/.

Approval ofthe Shareholders was sought with respect
to the material related party transactions with Hinduja
Realty Ventures Limited, Hinduja Global Solutions
Limited, IndusInd Media & Communications Limited,

IN Entertainment (India) Limited and One OTT
Intertainment Limited, all during the period from April
1,2024, to September 30, 2024, or till the date of the
Annual General Meeting to be held in the financial
year 2024-25 whichever was earlier. The Company
then took further approval of shareholders of the
Company at the 39th Annual General Meeting held
on September 13, 2024, for the proposed material
related party transactions to be entered during the
period from September 14, 2024, to September 13,
2025, or till the date of next Annual General Meeting
to be held in the financial year 2025-26 whichever is
earlier with the specified limits.

Approval of the Shareholders is being sought on
material related party transactions with the related
parties at the ensuing Annual General Meeting for
a period of one year from conclusion of the ensuing
Annual General Meeting till the conclusion of the
next Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility committee comprises
of Mr. Munesh Khanna, Independent Director as
Chairman, Mr. Sudhanshu Tripathi, Non-Executive
Director and Mr. Amar Chintopanth, Whole-Time
Director & CFO as members. The Committee met
once during the year 2024-25. The Committee has
formulated and recommended to the Board, Corporate
Social Responsibility (“CSR”) Policy indicating
activities to be undertaken by the Company, which
has been approved by the Board. The contents of
the CSR Policy of the Company as approved by the
Board on the recommendation of the CSR Committee
are available on the website of the Company and
can be accessed through the web link: https://
www.ndlventures.in/investors/corporate-policies/ .

The CSR Committee at its meeting held on January
23, 2025, arrived at a conclusion that considering
average loss for the last three years, as computed
for the financial year 2024-25, there would not be
any statutory obligation to provide the funds for CSR
activities. The Board, at its meeting held on January
23, 2025, reviewed and confirmed the same.

The annual report on CSR is provided in the
“Annexure- F” to this report.

WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

Your Company has laid down a Vigil Mechanism
and formulated a Whistle Blower Policy in order to
provide a framework for responsible and secure
whistle blowing mechanism. The Policy aims to
provide an avenue for Employees and Directors
to raise their concerns about unethical behavior,
actual or suspected fraud or violation of the
company’s code of conduct and it also empowers

the Audit Committee of the Board of Directors to
investigate the concerns raised by the employees.
Your Company confirms that no Director or employee
has been denied access to the Chairperson of
the Audit Committee and that no complaints were
received during the year 2024-25.

Details of the Company’s policy on Whistle Blower
/ Vigil Mechanism can be accessed at https://www.
ndlventures.in/investors/corporate-policies/.

RISK MANAGEMENT

Risks are an integral part of business, and it is
imperative to manage these risks at acceptable
levels in order to achieve business objectives.
The risks to which the Company is exposed are both
external and internal. Your company has formulated
a Risk Management Policy to provide an integrated
and standardized approach in managing all aspects
of risk to which your Company is exposed. A Board-
level Risk Management Committee monitors the
Enterprise Risk Management Policy with participation
from officers responsible for risk management and
to take appropriate steps to ensure that these risks
are at acceptable levels. The Audit Committee and
Board are updated on how each of the identified risks
is monitored during the reporting period to ensure
that there is no adverse impact on the Company.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended
from time to time, the Company has adopted a
Code of Conduct for Prevention of Insider Trading
and Policy on Disclosure of Material Events/
Information which is applicable to all Directors
and the Designated Employees of the Company.
The Code lays down the guidelines, on the
procedures to be followed and disclosures to be
made while dealing in shares of the Company and
indicate the consequences of non-compliance. A
copy of the Code has been put on the Company’s
website at https://www.ndlventures.in/investors/
insider-trading/

TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to Sections 124 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividends, if not paid or
claimed for a period of 7 (seven) years from the
date of transfer to Unpaid Dividend Account of the
Company, are liable to be transferred to the Investor
Education and Protection Fund (“IEPF”).

Further, all the shares in respect of such dividends
which have not been paid or claimed for a period
of 7 (seven) consecutive years are also liable to be
transferred to the IEPF Authority.

During the year, the unclaimed / unpaid dividend of
'' 4,05,370.34/- (Four Lakhs Five Thousand Three
Hundred Seventy Rupees and Thirty Four Paise
Only) declared in the Financial Year 2016-17 has
been transferred to the IEPF in October 2024 and
details of the same are uploaded on the website
of the Company. 1063 (nos.) shares, on which the
dividend for the financial year 2016-17 and onwards,
remained unpaid/ unclaimed for seven consecutive
years have been transferred by the Company to
IEPF in November 2024.

The details of the said transfers to the IEPF are
provided in the Corporate Governance Report of this
Report under heading Unpaid/Unclaimed Dividend
and are also available on our Company’s website at
the web link at https://www.ndlventures.in/investors/
unclaimed-dividend/ .

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)

ACT, 2013

The Company has zero tolerance towards sexual
harassment at the workplace. The Company has
adopted a policy on prevention, prohibition and
redressal 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 the Rules made
thereunder.

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the financial year ended March 31,2025, the
Company has not received any complaint pertaining
to sexual harassment. The details are listed below:

Particulars	For FY ended March 31, 2025
Number of sexual harassment complaints received	Nil
Number of complaints disposed off	Nil
Number cases pending for more than 90 days	Nil

DISCLOSURE UNDER MATERNITY
BENEFIT COMPLIANCE

The Company is in compliance with the provisions
relating to maternity benefit under Maternity Benefit
Act, 1961.

During the financial year ended March 31,2025, the
Company has not received any maternity requests.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS, AND OUTGO

Pursuant to Section 134(3)(m) of the Act, the details
of Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings & Outgo during the
year under review are as under:

Conservation of Energy:

Information on Conservation of energy as required
under Section 134(3)(m) of the Act read with the
Rules made thereunder is not applicable to the
Company and hence, no annexure forms part of
this report. Adequate measures have been taken
to conserve energy wherever possible. The energy
saving measures also include installation of LED
lighting, selecting and designing offices to facilitate
maximum natural light utilisation, optimised usage
of lights and continuous monitoring and control of
the operations of the air conditioning equipment.
The Company evaluates the possibilities and various
alternatives to reduce energy consumption.

Technology absorption:

The Management keeps itself abreast of the
technological advancements in the industry and
has adopted the best across all the functions.
Your Company’s focused approach is to keep on
enhancing its in-house tech capabilities.

Foreign Exchange Earnings & Outgo: Nil

CREDIT RATING

As on March 31, 2025, the Company had no
borrowing, hence, credit rating was not required to
be obtained.

REMUNERATION POLICY

Based on the recommendation of NRC, the Board
has formulated a comprehensive Remuneration
Policy for its Directors, Key Managerial Personnel
(KMPs), Senior Management, and other employees.
The philosophy behind this policy is to create a culture
of leadership and trust. This policy is in accordance

with Section 178 of the Act and Regulation 19
of Listing Regulations and is available on the
Company’s website at https://www.ndlventures.in/
investors/corporate-policies/ .

The Non-Executive Directors, including Independent
Directors, are paid sitting fees for attending the
meetings of the Board and Committees of the
Board. For details of remuneration paid to Directors
including Independent Directors are provided in the
Corporate Governance, forming part of this report.

DISCLOSURES OF EMPLOYEES
PARTICULARS

Disclosures pertaining to the 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 is annexed as “Annexure G” to this Report.

Statement containing particulars of top 10 employees
and the employees drawing remuneration in excess
of limits prescribed under Section 197 (12) of the
Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in the
“Annexure - H” forming part of this report. In terms
of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders
excluding the aforesaid Annexure. The said statement
is also open for inspection at the Registered Office
of the Company, up to the date of the 40th AGM.
Any Member interested in obtaining a copy of the
same may write to the Company Secretary.

GENERAL DISCLOSURES

1) No significant or material orders except stated
above were passed by any Regulator or Court
or Tribunal, which can have an impact on the
going concern status and the Company’s
operations in the future.

2) There are no material changes and commitments
that have occurred between the end of the
financial year of the Company and the date of
this report, which affects the financial position of
the Company.

3) The Whole-Time Director of the Company does
not receive any remuneration or commission
from any of its subsidiaries.

4) No equity shares with differential rights as to
dividend, voting or otherwise were issued.

5) No equity shares were issued to employees of
the Company under any scheme.

6) No application has been made under the
Insolvency and Bankruptcy Code; hence,
the requirement to disclose the details of
application made or any proceeding pending
under Insolvency and bankruptcy Code,
2016 during the financial year along with their
status as at the end of the financial year is not
applicable.

7) The requirement to disclose the details of
difference of difference amount of valuation
done at the time of one time settlement and the
valuation done while taking loan from the Bank
or financial institutions along with the reasons
thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors place on record earnest
appreciation for the contribution made by each
and every employee during the year under review.
The Company’s consistent growth was made
possible by their hard work, solidarity, cooperation
and dedication. The Directors also wish to express
their gratitude to the Investors for the confidence and

faith that they continued to repose in the Company.
The Board takes this opportunity to thank all
shareholders, business partners, government and
regulatory authorities and banks for their continued
guidance, encouragement and splendid support.

For and on behalf of the Board of Directors

Sd/-

Sudhanshu Tripathi
Chairman

(DIN: 06431686)

Place: Mumbai
Date: July 22, 2025

---

Mar 31, 2024

The Board of Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) are pleased to present the Thirty Ninth (39th) Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31,2024.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this Board’s Report is prepared based on the Standalone Financial Statements of the Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of the Company’s financial performance for the financial year ended March 31, 2024, are summarized as under:

('' in Lakh)

Particulars	FY 2023-24	FY 2022-23
Total income	590.15	252.11
Total expenses	410.04	224.71
Earnings before Interest, Depreciation, and taxes	180.11	27.40
Finance Costs	-	-
Depreciation and Amortization	-	-
Profit/(Loss) before tax from continuing operations	180.11	27.40
Tax
- Current Tax	31.55	-
- Deferred Tax	(13.02)	-
Profit/(Loss) after tax for the year.	161.58	27.40

Since the Company has no subsidiaries, the consolidated financial results are not required to be prepared and hence, not provided. The Company presently holds real estate as part of its Real Estate business segment and has invested surplus funds in inter-corporate deposits. The Company has in the previous year amended its Memorandum of Association to enable it to carry on business in the financial services sector.

The Board of Directors of the Company has proposed “Merger by Absorption” of Hinduja Leyland Finance Limited with the Company subject to shareholders and necessary statutory/regulatory approvals.

DIVIDEND

The Board of Directors, at their meeting held on April 30, 2024, recommended the payment of dividend of Re. 1 (Rupee One only) per equity share (previous year '' 2.00 per equity share), i.e., 10% of the face value of equity share of '' 10/- each for the financial year 2023-24. The proposal for such a dividend is subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The

Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company’s website at https://ndlventures.in/ investors/corporate-policies/

TRANSFER TO RESERVES

No amount has been proposed to be transferred to the General Reserve during the financial year ended March 31,2024.

CHANGES IN SHARE CAPITAL

The paid-up equity capital of the Company as on March 31, 2024, was '' 33,67,16,210/- comprising of 3,36,71,621 Equity Shares of '' 10/- each. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There was no change in the paid-up equity capital of the Company during the year under review.

As on March 31, 2024, out of the Company’s total paid-up equity capital comprising of 3,36,71,621 Equity Shares, 3,30,41,947 Equity Shares (98.13%) were held in dematerialized mode. The Company’s equity shares are compulsorily tradable in electronic form.

UPDATE ON SCHEME OF MERGER

In order to take forward the proposal for Merger by Absorption of Hinduja Leyland Finance Limited (HLFL) into itself, the Company needs to get registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India. Accordingly, the Company applied to the Reserve Bank of India for its registration as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. The process of approval is underway, and the Company has been providing information as required by the RBI for the purpose. Post registration of the Company as NBFC, the Company will initiate seeking approvals of statutory/regulatory authorities in line with the requirements of relevant applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and other laws for the proposed merger of HLFL.

BUSINESS REVIEW

State of the Indian Economy

The global economy has been a bit of turmoil due to various global events like the uncertainty caused by wars, changes in the political environment in various countries, trade sanctions etc. This has led to the economies not fully recovering post the pandemic period. Elections in the United State of America are scheduled for the end of this calendar year and the results of these elections will have a significant bearing on the global economy.

The Indian economy on the other hand has maintained its resilience and has continued to show a growth trajectory. In the financial services sector, which your Company proposes to expand in, the country is speedily metamorphosing from the traditional way of providing offline financial services to a digitally driven financial services business. You would be glad to know that India has established itself as the world’s third-largest fintech economy, ranking just behind the USA and the UK. The financial sector is healthy. Its balance sheet is stronger. It is willing to lend and continues to lend. These developments bode well for your Company while it makes plans to enter the financial services sector.

Nature of Company’s Business and future outlook

The Company has taken steps to focus on the financial services sector and towards this the Board of Directors of the Company have proposed a “Merger by Absorption” of Hinduja Leyland Finance Limited with the Company. The financial services sector in India is booming and with the encouragement given by the Government of India for boosting of the economy, financial services sector is expected to do exceedingly well in the years to come.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31,2024, the Company does not have any subsidiary, associate, or joint venture company. As such, a statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC-1 is not required to be prepared, hence, does not form part of this Annual Report.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent people with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

Appointment of Director retiring by rotation

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Sudhanshu Tripathi, Director (DIN: 06431686) is liable to retire by rotation at the ensuing 39th Annual General Meeting (“39th AGM”) and being eligible, seeks reappointment. The Board recommends his reappointment for approval of the members of the Company at 39th AGM.

Change in Independent Directors

Mr Anil Harish (DIN: 00001685) who has been on the Board of our Company for over a decade has taken a decision to resign from the Board of the Company vide his resignation letter dated July 8, 2024 due to his pre-occupation on the Boards of various other companies and his busy engagements in the charitable work he is carrying out with respect to different colleges and educational institutions supported by him and his family.

The Board places on record its appreciation for all the valuable support and guidance provided by Mr. Anil Harish to the Board and the management during his tenure as the Independent Director of the Company.

The Board, at its meeting held on August 8, 2024, based on the recommendation of the Nomination and Remuneration Committee of the Company, appointed Mr. Debabrata Sarkar (DIN: 02502618) as Independent Director for a period of five consecutive years subject to the approval of the shareholders at the ensuing Annual General Meeting. The Board recommends his appointment for approval of the members of the Company at the 39th AGM.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) read with Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:

• Mr. Amar Chintopanth, Whole Time Director & Chief Financial Officer and

• Mr. Ashish Pandey, Company Secretary

There was no change in the Key Managerial Personnel of the Company during the year under review.

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company’s business policy and strategy apart from other Board business. The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable laws. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the financial year 2023-24, the Board met 4 (four) times. The details of the meetings of the Board of Directors of the Company held and attended by the Directors are given in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

As required under the applicable laws, the Board delegated certain functions to its various committees that are established for that purpose. These committees conduct detailed reviews of the items

under their purview before presenting them to the Board for consideration. The committees appointed by the Board are dedicated to specific areas and have the delegated authority to make informed decisions within their respective scopes. Generally, committee meetings are held before the Board meeting, and the Chairperson of each committee reports to the Board about the deliberations and decisions taken by the committees. They also provide specific recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for either approval or information. During the year under review, all recommendations made by the committees have been accepted by the Board. The details of the composition of the Committees, their meetings held during the year including their terms of reference are provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

As on March 31, 2024, the Board has 6 (six) Committees:

1. Audit Committee,

2. Nomination & Remuneration Committee,

3. Corporate Social Responsibility Committee,

4. Risk Management Committee,

5. Stakeholders Relationship Committee and

6. Committee of Directors - Integration Committee

Details of composition, role and responsibilities of the said Committees, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Board has established a qualified and independent Audit Committee in accordance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Audit Committee is comprised of four (04) Members. The Committee was chaired by Mr. Anil Harish, Independent Director till July 8, 2024, thereafter, Mr. Munesh Khanna, Independent Director w.e.f. August 8, 2024. The other Members of the Committee are Ms. Bhumika Batra, Independent Director, Mr. Debabrata Sarkar, Independent Director and Mr. Sudhanshu Tripathi, Non-Executive Director. The Committee met 4(four) times in the financial year 2023-24. The Board has accepted all the recommendations of the Audit Committee during the year under review.

Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprised of three Members. The Committee was chaired by Mr. Anil Harish, Independent Director till July 8, 2024, thereafter, Ms. Bhumika Batra, Independent Director w.e.f. August 8, 2024. The other Members of the Committee are Mr. Debabrata Sarkar, Independent Director and Mr. Sudhanshu Tripathi, Non-Executive Director. The Committee met 2(two) times in the financial year 2023-24.

Details of the role and responsibilities of the Nomination and Remuneration Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relation Committee is comprised of three Members. The Committee is chaired by Ms. Bhumika Batra, Independent Director. The other Members of the Committee are Mr. Sudhanshu Tripathi, Non-Executive Director and Mr. Amar Chintopanth, Whole Time Director & CFO. The Committee met 2(two) times in the financial year 2023-24.

Details of the role and responsibilities of the Stakeholders Relationship Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

As on date of this report, Mr. Anil Harish (till July 8, 2024), Ms. Bhumika Batra, Mr. Munesh Khanna and Mr. Debabrata Sarkar (from August 8, 2024) are the Independent Directors of the Company. All the Independent Directors of the Company have submitted their declaration, inter-alia, confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules made thereunder,

and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

All the Directors and senior management have affirmed the compliance of the Code of Conduct as approved and adopted by the Board of Directors and a declaration to this effect signed by the Whole Time Director & Chief Financial Officer has been annexed as “Annexure A” to this Report in line with the requirement of Regulation 26(3) read with Schedule V(D) of the SEBI Listing Regulations. The Code of Conduct of the Company is available on the website of the Company at http://ndlventures.in/investors/ code-of-conduct/.

FAMILIARISATION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Company has an orientation process/ familiarization program for its directors (including Independent Directors), which includes sessions on various business and functional matters and strategy sessions. The Company ensures induction and training programs are conducted for newly appointed Directors. New Directors are taken through a detailed induction and familiarization program, including briefing on their role, responsibilities, duties, and obligations, the nature of the business and business model, matters relating to Corporate Governance, Code of Conduct, Risk Management, Compliance Programs, Internal Audit etc. This is in compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations. The Company’s Whole

Time Director & CFO makes presentations to Board members every quarter, sharing updates about the Company’s business strategy, operations, and the key trends in the industry relevant for the Company. These updates help the Board members in keeping abreast of the key changes and their impact on the Company. The Board members are regularly updated on business updates, business models and the competitive environment. The Board is also updated on organizational risks, industry review, internal financial controls, changes in corporate and allied laws through presentations.

The details of the Familiarization Programme conducted are available on the website of the Company at https://ndlventures.in/contents/ static/uploads/inv/sebi-clause46/Familiarisation programme of Independent Directors (1) .pdf

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31,2024:

a. in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of March 31, 2024, and of the profit/loss of the Company for the year ended on that date;

c. the Directors have taken proper and enough 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 financial controls are adequate and are operating effectively; and

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

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board evaluation is an essential part of the Company’s commitment to good corporate governance. By conducting an annual evaluation of its Board, Committees, and individual members, the Company demonstrates its commitment to transparency, accountability, and effective governance. It enables the Board to identify areas where it can improve its performance and ensures that the Company’s governance practices remain in line with best practices. The Company’s Corporate Governance Guidelines require an annual evaluation of all Board Members and the functioning of the Board and its mandatory Committees. These mandatory Committees includes the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee. The purpose of the evaluation is to assess the performance of the Board, and its committees and identify areas for improvement. During FY2023-24, the Board, its committees, and individual directors, including the Chairman, underwent a comprehensive performance evaluation.

The Company engaged the services of an external agency to undertake the evaluation process. The manner in which the Board has carried out the evaluation in consultation with such an external agency has been explained in the Corporate Governance Report, which forms part of this report. The Independent Directors at their separate meeting held on March 15, 2024 reviewed the performance of Non-Independent Directors and the Board as a whole, Chairman ofthe Board after taking into account the views of Executive Director and Non-Executive Directors, 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.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. The Board of Directors reaffirm their continued commitment to good Corporate Governance and ethical practices.

Your Company has complied with the Corporate Governance requirements specified under SEBI Listing Regulations during the year under review. A detailed report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed as “Annexure B” to this report.

As required by Schedule V(E) of the SEBI Listing Regulations, a certificate from Practicing Company Secretary certifying that the Company has complied with the conditions of Corporate Governance as required therein is annexed as “Annexure C” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report as “Annexure D”.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (‘BRSR’) pursuant to Regulation 34(f) of SEBI Listing Regulations in the format specified by the SEBI from time to time, forms part of the Annual Report and is marked as “Annexure E” to this report. Such a report is also made available on the website of the Company at http://ndlventures.in/investors/annual-reports/ .

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Chapter V of the Act, and rules made thereunder during the financial year 2023-24.

LOANS, GUARANTEES, AND INVESTMENTS

Particulars of loans given, investments made, guarantees given, and securities provided are given in Note nos. 5 and 6 of the Notes forming part of Financial Statements.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate. The Company has a strong and independent in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby

maintaining its objectivity. The remediation of deficiencies as identified by the IA department has resulted in a robust framework for internal controls. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls.

The Company has complied with specific requirements as laid under Section 134(5)(e) of the Act, which calls for establishment and implementation of the Internal Financial Control framework that supports compliance with requirements of the Act in relation to the Director’s Responsibility Statement.

The Audit Committee, based on its evaluation, has concluded that as on March 31, 2024, your Company’s internal financial controls were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March

31,2024, is available on the Company’s website and can be accessed at https://ndlventures.in/investors/ annual-reports/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

STATUTORY AUDITORS AND THEIR REPORT

Based on the recommendation of the Audit Committee and Board of Directors, the shareholders of the Company at the 37th Annual General Meeting held on September 27, 2022 appointed M/s S K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W) as Statutory Auditors of the Company for a period of three years commencing from the conclusion of 37th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company. M/s S K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W) confirmed their eligibility for appointment as Statutory Auditors of the Company.

M/s S K Patodia & Associates LLP, Chartered Accountants, Statutory Auditors of the Company have issued an unmodified opinion on the Financial Statements for the financial year 2023-24 and the Auditor’s Report forms part of this Annual Report.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

SECRETARIAL AUDITORS AND THEIR REPORT

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Ms. Rupal Dhiren Jhaveri, a Practicing Company Secretary (CP: 4225) to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report in the Form No. MR-3 for the year ended March 31,2024 is annexed as “Annexure F” to this Report.

The Secretarial Audit Report for the year under review does not contain any qualifications, reservations, or adverse remarks.

In accordance with the Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from Ms. Rupal Dhiren Jhaveri, Practicing Company Secretary, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31,2024.

Ms. Rupal Dhiren Jhaveri, Practicing Company Secretary, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report.

COMPLIANCE OF SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by the Institute of Company Secretaries of India as amended from time to time. During the year under review, the Company has complied with the applicable Secretarial Standards (SS).

COST RECORDS AND AUDIT

Due to the demerger of Digital, Media and Communications business undertaking of the Company with Hinduja Global Solutions Limited with effect from the appointed date February 1,2022, the Company is not presently engaged in any activity on which cost audit is applicable.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Company’s Policy on dealing with and materiality of related party transactions is available on the website

of the Company at https://ndlventures.in/investors/ corporate-policies/. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All related party transactions during the financial year 2023-24 were in the ordinary course of business and at an arm’s length basis and do not attract the provisions of Section 188 of the Act, hence, no particulars in Form AOC-2 have been furnished.

Related party transactions entered during the financial year under review are disclosed in note no. 24 of notes to the financial statements of the Company for the financial year ended March 31, 2024. These transactions entered were at an arm’s length basis and in the ordinary course of business. All the transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits within the stipulated time from the date of publication of its financial results for the half year, disclosures of related party transactions, in the specified format to the Stock Exchanges i.e. BSE and NSE. The said disclosures are available on the website of the Company at https://www.ndlventures.in/investors/ financial-results-2/ .

Approval ofthe Shareholders was sought with respect to the material related party transactions with Hinduja Realty Ventures Limited, Hinduja Global Solutions Limited, IndusInd Media & Communications Limited, IN Entertainment (India) Limited and OneOTT Intertainment Limited, all during the period from April

1,2024, to September 30, 2024, or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier. Approval of the Shareholders is being sought on the same material related party transactions with the same parties at the ensuing Annual General Meeting for further period of one year.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (“CSR”) committee comprises of Mr. Munesh Khanna, Independent Director as Chairman, Mr. Sudhanshu Tripathi, NonExecutive Director and Mr. Amar Chintopanth, Whole Time Director & CFO as members. The Committee met once during the year 2023-24. The Committee has formulated and recommended to the Board

CSR Policy indicating activities to be undertaken by the Company, which has been approved by the Board. The contents of the CSR Policy of the Company as

approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the web link: https://www.ndlventures.in/investors/corporate-policies/ .

The CSR Committee at its meeting held on January 31, 2024, arrived at a conclusion that considering average loss for the last three years, as computed for the financial year 2023-24, there would not be any statutory obligation to provide the funds for CSR activities. The Board, at its meeting held on January

31,2024, reviewed and confirmed the same.

The annual report on CSR is provided in the “Annexure- G” to this report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees. Your Company confirms that no Director or employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year 2023-24.

Details of the Company’s policy on Whistle Blower / Vigil Mechanism can be accessed at https://www. ndlventures.in/investors/corporate-policies/ .

RISK MANAGEMENT

Risks are an integral part of business, and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. A Board-level Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels. The Audit Committee and Board are updated on how each of the identified risks is monitored during the reporting period to ensure that there is no adverse impact on the Company.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended

from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company’s website at https://www.ndlventures. in/investors/insider-trading/.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”).

Further, all the shares in respect of such dividends which have not been paid or claimed for a period of 7 (seven) consecutive years are also liable to be transferred to the IEPF Authority.

During the year, the unclaimed / unpaid dividend (interim) of '' 4,72,903/- (Rupees Four Lakhs Seventy Two Thousand Nine Hundred and Three Only) declared in the Financial Year 2015-16 has been transferred to the IEPF on May 18, 2023 and details of the same are uploaded on the website of the Company. 3310 (nos.) shares, on which the dividend for the financial year 2015-16 and onwards, remained unpaid/ unclaimed for seven consecutive years have been transferred by the Company to IEPF on June 15, 2023.

The details of the said transfers to the IEPF are provided in the Corporate Governance Report of this Report under heading Unpaid/Unclaimed Dividend and are also available on our Company’s website at https://www.ndlventures.in/investors/unclaimed-dividend/ .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal 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 the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31,2024, the Company has not received any complaint pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo during the year under review are as under:

Conservation of Energy:

Information on Conservation of Energy as required under Section 134(3)(m) of the Act read with the Rules made thereunder is not applicable to the Company and hence, no annexure forms part of this report. Adequate measures have been taken to conserve energy wherever possible. The energy saving measures also include installation of LED lighting, selecting and designing offices to facilitate maximum natural light utilisation, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment. The Company evaluates the possibilities and various alternatives to reduce energy consumption.

Technology Absorption:

The Management keeps itself abreast of the technological advancements in the industry and has adopted the best across all the functions. Your Company’s focused approach is to keep on enhancing its in-house tech capabilities.

Foreign Exchange Earnings & Outgo: Nil

CREDIT RATING

As on March 31, 2024, the Company had no borrowing, hence, credit rating was not required to be obtained.

REMUNERATION POLICY

Based on the recommendation of NRC, the Board has formulated a comprehensive Remuneration Policy for its Directors, Key Managerial Personnel (KMPs), Senior Management, and other employees. The philosophy behind this policy is to create a culture of leadership and trust. This policy is in accordance with Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and is available on the Company’s website at https://www.ndlventures.in/ investors/corporate-policies/ .

The Non-Executive Directors, including Independent Directors, are paid sitting fees for attending the meetings of the Board and Committees of the Board. For details of remuneration paid to Directors including Independent Directors are provided in the Corporate Governance, form part of this report.

DISCLOSURES OF EMPLOYEES PARTICULARS

Disclosures pertaining to the 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 is annexed as “Annexure H” to this Report.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the “Annexure - I” forming part of this report. The said statement is also open for inspection at the Registered Office of the Company, up to the date of the 39th AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL DISCLOSURES

1) No significant or material orders except stated above were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in the future.

2) There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this report, which affects the financial position of the Company.

3) The Whole Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

4) No equity shares with differential rights as to dividend, voting or otherwise were issued.

5) No equity shares were issued to employees of the Company under any scheme.

6) No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under Insolvency and bankruptcy Code, 2016 during the financial year along with their status as at the end of the financial year is not applicable.

7) The requirement to disclose the details of difference of difference amount of valuation

done at the time of onetime settlement and the valuation done while taking loan from the Bank or financial institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors place on record earnest appreciation for the contribution made by each and every employee during the year under review. The Company’s consistent growth was made possible by their hard work, solidarity, cooperation and dedication. The Directors also wish to express their gratitude to the Investors for the confidence and faith that they continued to repose in the Company.

The Board takes this opportunity to thank all shareholders, business partners, government and regulatory authorities and banks for their continued guidance, encouragement and splendid support.

For and on behalf of the Board of Directors

Sd/-

Sudhanshu Tripathi Chairman

(DIN:06431686)

Place: Mumbai Date: August 8, 2024

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the Thirty Third Annual Report and Company’s Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in Crores)

	Standalone		Consolidated
For the year ended March 31	2018	2017	2018	2017
Total Income	225.10	203.39	868.97	826.00
Total Expenses	66.77	75.05	1102.63	1012.36
(Loss) / Profit before tax	158.33	128.34	(233.66)	(186.36)
Provision for tax (incl. deferred tax)	54.22	25.43	57.45	17.55
(Loss) / Profit after tax	104.11	102.91	(291.11)	(203.91)
Minority Interest	-	-	(46.60)	(147.30)
(Loss) / Profit after Minority Interest	104.11	102.91	(244.51)	(56.61)

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The financial results are drawn after giving effect to the Scheme of Amalgamation of Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company into the Company (the “Scheme”) w.e.f October 01, 2017, being the appointed date. The aforesaid Scheme was approved by the Hon’ble National Company Law Tribunal on May 10, 2018 and the Scheme became effective w.e.f July 2, 2018.

On a Standalone basis, the total income for the financial year 2017-18 at RS.225.10 Crores was higher by 10.67% compared to last year (RS.203.39 Crores in 2016-17). The total income of last year includes RS.13.65 Crores from high seas sale of Set Top Boxes. Earnings before interest, tax, depreciation and amortization (EBITDA) were RS.208.42 Crores registering a growth of 18.78% over EBITDA of RS.175.46 Crores in 2016-17. Profit after tax (PAT) increased by 1.17% to RS.104.11 Crores over PAT of RS.102.91 Crores in 2016-17.

On a Consolidated basis, the total income for the financial year 2017-18 at RS.868.97 Crores was higher by 5.20% over last year (RS.826.00 Crores in 2016-17). Earnings before interest, tax, depreciation & amortization (EBITDA) and exceptional income / (expense) were RS.69.62 Crores as against RS.99.46 Crores in 2016-17. Net loss after tax and minority interest increased to RS.244.51 Crores from RS.56.61 Crores in 2016-17.

DIVIDEND

Your Directors are pleased to recommend for approval of the Members, a dividend of RS.17.50 per equity share (previous year RS.17.50 per equity share) i.e. 175% of the face value of RS.10/- each for the financial year ended March 31, 2018. Dividend, as recommended, if approved by the Members, would involve a total cash outflow of RS.43.37 Crores including dividend distribution tax representing approximately 42% of the current year earnings.

REVIEW OF INDIAN ECONOMY

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years backed by its strong democratic traditions and partnerships. India’s Gross Domestic Product (GDP) is estimated to have increased 6.60% in 2017-18 and is expected to grow to 7.30% in 2018-19.

In line with the thrust being provided by the Government for development in the core sectors, this year’s Budget has focused on uplifting the rural economy and strengthening of the agriculture sector, healthcare for the economically less privileged, infrastructure creation and improvement in the quality of education of the country. As per the Budget, the Government is committed towards doubling the farmer’s income by 2022. Significant budgetary allocation have been made for infrastructure and especially for the rail and road sectors. India is also focusing on renewable sources to generate energy. It is planning to achieve 40% of its energy from non-fossil sources by 2030 which is currently 30% and also have plans to increase its renewable energy capacity from 57 GW to 175 GW by 2022.

While the economy is on the right growth path trajectory and inflation has been more or less brought under control, increase in international oil prices and the US Government’s policy on interest rates could act as spoil sports leading to decline in the value of the rupee and causing some inflationary trends.

A major business environmental change during the year under review was the implementation of Goods and Service Tax (“GST”) law. While this has led to a lot of temporary disruption in the short run, it is expected that in the long run the various issues faced will be ironed out and GST will have a positive impact on the long term economy.

AMALGAMATION OF GRANT INVESTRADE LIMITED WITH THE COMPANY

The Board of Directors of the Company and Grant Investrade Limited at their respective Meetings held on January 09, 2018, had approved the Scheme of Amalgamation of Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company into the Company (the “Scheme”) pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and fixed October 01, 2017 as the appointed date for the aforesaid Scheme.

The aforesaid Scheme of Amalgamation was approved by the Hon’ble National Company Law Tribunal on May 10, 2018 and the Scheme came into effect from July 2, 2018. The entire business and whole of the undertaking of GIL stands transferred and vested in the Company effective from October 01, 2017, being the appointed date of the said Scheme.

Since the amalgamation was of the wholly owned subsidiary of the Company, neither any consideration was paid nor any shares were issued.

TREASURY & INVESTMENTS

Hinduja Leyland Finance Limited:

Your Company has always had a positive outlook towards the growth prospects of Hinduja Leyland Finance Limited (‘‘HLFL’’). Hence, during the year under review, as part of its treasury business, the Company acquired a total of 23,83,829 equity shares of RS.10/- each of HLFL at premium, by subscribing to the various right issues of HLFL, thereby making an aggregate investment of RS.24.54 Crores.

Further, the Company through a private arrangement also acquired an additional of 18,73,917 equity shares of HLFL for a total consideration of RS.20.61 Crores.

The Company holds 2,58,15,438 equity shares representing 5.66% of the paid-up capital of HLFL at an average price of RS.30.30 per share.

The Board of Directors at its meeting held on May 07, 2018, approved to offer for sale 22,82,475 equity shares of HLFL as and when HLFL goes for Public Offer at a price to be determined at the time when public offer of HLFL comes out.

IndusInd Bank Limited:

During the period April 01, 2017 till the date of this report, your company has disinvested in aggregate 18,40,000 equity shares of RS.10/- each of IndusInd Bank Limited (“IBL”).

After the above disinvestment, the Company holds 68,28,196 equity shares of RS.10/- each of IBL.

IndusInd Media & Communications Limited:

During the year under review, the Headend-in-the-Sky business undertaking of Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company was de-merged into IndusInd Media & Communications Limited (“IMCL”), a subsidiary of the Company pursuant to the order dated August 10, 2017 of the Hon’ble National Company Law Tribunal. Pursuant to the de-merger, 2,29,48,239 equity shares of IMCL were issued to the Company by IMCL on August 22, 2017 in the ratio of 338 equity shares in IMCL for every 100 equity shares held in GIL.

Further, on amalgamation of GIL into the Company, 3,09,54,503 equity shares of IMCL of RS.10/- each held by GIL as investment was transferred and vested in to the Company.

After the above restructurings, the Company in aggregate holds 9,85,61,325 equity shares of IMCL representing 73.66% of the paid-up equity share capital of IMCL.

SUBSIDIARIES

Media:

IndusInd Media & Communications Limited:

During the financial year 2017-18, NXT Digital and InDigital distribution platforms of IMCL combined has seen an upward trend in terms of its subscription revenue and subscriber base. While the subscription revenue increased by 31%, there was an increase in the subscriber base by 25%. IMCL along with its subsidiary companies have an active subscriber base of 4.6 million.

IMCL’s increased focus on media communication and marketing communication activities and cable operator meets has lead the Cable Operators to recognize and acknowledge NXT Digital HITS as the most advanced, stable and operator friendly platform.

Today, NXT Digital is the only Satellite and Fibre Hybrid digital platform in India to cover all the 29 states and 5 Union territories. In 2 years of active installation, NXT Digital is available in 47 of the 99 smart cities and is active in 56 of the 100 top cities as per the latest population estimates. IMCL has supported whole heartedly both in spirit and form the three thrust areas of the Government of India -“Digital India” through active digitization of the cable network on a pan India basis, “Make in India” through designing Cable Operators Premises Equipment (COPE), encouraging assembly/manufacture of Set Top Boxes (“STBs”) in India and “Skills India” through training of Local Cable Operators in running and expanding digital networks.

This makes IMCL a truly pan Indian high-quality digital delivery platform. NXT Digital Cable Operators Premises Equipment (COPEs) are active in 1123 codes with signals transmitted to 2103 pin codes in 1097 distinctive locations. IMCL overall is also available now in oveRs.50% large cities and smart cities. IMCL continues to make inroads in to the rural areas of India through its Headend-in-the-Sky (HITS) NXT Digital platform. While growing its network, IMCL has ensured that the Local Cable Operators who through the dint of their hard work over the last 20-30 years have created a vast network and now continue to own their network and are enabled through our technology to provide better service to their customers.

The focus in 2019 will not only be to continue to expand in rural India but also to be active in almost all the top 100 cities and 99 smart cities with a bouquet of video and Value Added Service (VAS) offerings.

With the combined benefits of Hybrid Satellite plus Fiber (HITS) and Fiber based Digital (Digital MSO) platforms, IMCL could garner one of the highest number of additional subscribers in the cable based platform in the industry in the year. During the year, IMCL was successful in achieving a total deployment of around 1.5 million STBs thereby increasing the STB deployments by 29% over corresponding period last year. It gives a platform for entrepreneurship and employment generation to States. Most State Governments have been very keen to support the HITS NXT Digital of IMCL.

IMCL has already converted 95% of its subscription revenues to prepaid through the Local Cable Operators. The balance 5% homes are being rapidly converted to prepaid in the coming year. This will make IMCL the only Digital Cable/ HITS Digital Platform Operator in the country whose collections are nearly one hundred percent on a prepaid basis.

It may be noted that 99% of NXT Digital is on prepaid model. All fresh activations are on prepaid model. The prepaid mode has helped IMCL achieve substantially guaranteed subscription collection.

InDigital has also taken steady strides during the year under review with its presence in high Average Revenue Per User (ARPU) markets like Mumbai, Delhi, Bangalore, Ahmedabad, Surat, Vadodara, Nagpur and Nasik. Despite strong competition and heavy subsidization of STBs and free subscription services by other MSOs, Indigital has stood firm. In this difficult scenario, Indigital has steadfastly increased subscription rates year on year.

The Company feels that there is scope for deployment for the Digital Platform Operator (DPO) to an additional 30 million homes in the Rural Universe of 99 million homes. AnotheRs.20 million homes await power to households and will begin to watch television in next 3 year

The new Digital Tariff Order issued by the Telecom Regulatory Authority of India is expected to have a positive impact on the fortunes of the Cable TV Industry by Q4 of the next financial year when the order comes into effect.

SUBSIDIARIES

Grant Investrade Limited ceased to be the wholly owned subsidiary of the Company with effect from July 2, 2018 on account of its amalgamation with the Company.

Further, Vinsat Digital Private Limited became a subsidiary of IndusInd Media & Communications Limited with effect from January 02, 2018 and consequently became an indirect subsidiary of the Company with effect from January 02, 2018.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”), read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Company’s subsidiaries and joint venture companies is provided in Form AOC-1 annexed as Annexure “A” to this Report.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements of the Company including consolidated financial statements along with all the relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at the link: http://www.hindujaventures.com/inv/annual_r. html. These documents will also be available for inspection on all working days except Saturday, Sunday and Public Holidays at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS

The Company’s businesses continue to be Media (through its investments in IndusInd Media & Communications Limited), Treasury & Investments and Real Estate.

With the amalgamation of Grant Investrade Limited into the Company, the Company has added substantially to its dark fiber leasing business. Grant Investrade Limited owned close to 4,000 kilometers of underground and overhead dark fiber network across the country which now has become the Company’s assets. Leasing of the dark fiber will constitute a substantial revenue stream for the company in the coming year

CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 20172018. A declaration to this effect as required under Regulation 26(3) read with Schedule V(D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), from the Managing Director of the Company is annexed as Annexure “B” to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption pursuant to Section 134(3)(m) of the Act during the year under review.

The details of Foreign Exchange Earnings and Outgo are annexed as Annexure “C” to this Report.

CORPORATE GOVERNANCE

During the year under review, your Company has complied with the Corporate Governance requirements under SEBI Listing Regulations. A detailed Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed as Annexure “D” to this Report.

A certificate from the Statutory Auditors of the Company certifying that the Company has complied with the conditions of Corporate Governance as required under Schedule V(E) of the SEBI Listing Regulations is annexed as Annexure “E” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company Performance, SWOT analysis, Business Outlook etc. is annexed as Annexure “F” to this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These internal financial controls of the Company encompass entity level controls, controls and processes for each area of operations of the Company including but not limited to Fixed Assets, Investments, Procurement, Operating expenses and Accounts Payables, Revenue and Accounts Receivables, Payroll and Human Resources Management.

The Company has an Internal Audit function that identifies the critical audit areas with specific reference to operations, accounting and finance. The adequacy of the internal controls and risks in such audit areas are reviewed by the Internal Auditor on quarterly basis. The audit is based on the Internal Audit Plan which is reviewed and approved by the Audit Committee. Based on the observations of the Internal Auditor, corrective actions are undertaken by the process owners in their respective area and thereby strengthening the internal control.

The Internal Control System of your company is also tested on a quarterly basis by a specialized external audit firm. In addition to such periodic audits, the Company also has in place a well implemented risk management policy.

Your Company has complied with specific requirements as laid down under Section 134(5)(e) of the Act which calls for establishment and implementation of Internal Financial Control framework that supports compliance with requirements of the Act in relation to the Director’s Responsibility Statement.

The Audit Committee, based on its evaluation has concluded that as on March 31, 2018, your Company’s internal financial controls were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed as Annexure “G” to this Report and the same is available on the website of the company at the link: www. hindujaventures.com/inv/annual_r.html.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are given in Note nos. 12 and 18 of the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

Suitable disclosures as required under AS-18 have been made in Note no. 33 of the Notes to the Standalone Financial Statements.

Since all the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Act entered by the Company during the year under review with related party/(ies) were in the ordinary course of business and on an arm’s length basis, no particulars in Form AOC-2 have been furnished, as Section 188(1) of the Act is not applicable.

The Related Party Transactions policy as approved by the Board of Directors has been hosted on the Company’s website at the web link: http://www. hindujaventures.com/inv/pdf/policy-related-party-transactions.pdf.

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors to the best of the knowledge and belief and according to the information, explanations and representations obtained by them and after due enquiry, make the following statements in terms of Sections 134(3)(c) and 134(5) of the Act that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments 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, 2018 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 financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its Meeting held on August 03, 2018, re-designated Mr. Ashok P. Hinduja as the Non-Executive Chairman of the Company with effect from October 01, 2018 on expiry of his existing term as Executive Chairman on September 30, 2018.

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Ashok Mansukhani, Director (DIN:00143001) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors at its Meeting held on February 10, 2018, subject to approval of the members of the Company, elevated Mr. Ashok Mansukhani as Managing Director of the Company with effect from April 30, 2018 for a period of two years from April 30, 2018 to April 29, 2020 on completion of his term as Whole-Time Director of the Company on April 29, 2018.

Resolutions for the appointment of Mr. Ashok Mansukhani and terms and conditions of appointment, remuneration are included in the Notice of Thirty Third (33^rd) Annual General Meeting (“AGM”) for seeking approval of the Members. Brief profile of Mr. Ashok Mansukhani also forms part of the Notice convening the 33^rd AGM of your Company.

Re-appointment of Mr. Ashok Mansukhani, as a director immediately on retirement by rotation, shall not be deemed to constitute a break in his appointment as Managing Director.

Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors during the year under review.

As on the date of this report, Mr. Ashok Mansukhani, Managing Director, Mr. Amar Chintopanth, Chief Financial Officer and Mr. Hasmukh Shah, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

BOARD MEETINGS HELD DURING THE YEAR

During the year, seven (7) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which forms part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Company had engaged the services of a specialized agency to undertake the evaluation process towards the performance of the Directors individually, Board as a whole and the Board Committees. The manner in which evaluation has been carried out by the Board in consultation with such specialized agency has been explained in the Corporate Governance Report which forms part of this Report.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company’s policy on Director’s appointment/ remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report which forms part of this Report.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this Report.

AUDITORS

Statutory Auditors:

At the Thirtieth Annual General Meeting of the Company held on September 23, 2015, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), were appointed as Statutory Auditors of your Company for a term of five years i.e. from the conclusion of the Thirtieth Annual General Meeting until the conclusion of Thirty Fifth Annual General Meeting of the Company.

M/s Deloitte Haskins & Sells LLP, Chartered Accountants will continue to hold the office as Statutory Auditors of the Company.

The Company has received a confirmation from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company.

Pursuant to the notification of certain sections of Companies (Amendment) Act, 2017 w.e.f. May 05, 2018, the requirement of annual ratification of Statutory Auditors by the members is no longer required. Accordingly, the annual ratification will not be sought from this year onwards.

During the year under review, the statutory auditors of the Company have not reported to the Audit Committee any incident of fraud pursuant to Section 143 (12) of the Act.

The Auditor’s Report to the Members on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2018 does not contain any qualifications, reservations or adverse remarks.

Cost Auditors:

In accordance with Section 148 of the Act and rules framed thereunder, the Board of Directors on recommendation of Audit Committee, has appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No. 000036), as Cost Auditors of the Company for the financial year 2018-19 to audit the accounts relating to optic fiber leasing for the financial year ended March 31, 2019. Necessary resolution for ratification of remuneration of the Cost Auditor for the financial year 2018-19 is placed before the Members for ratification/approval.

The accounts and Cost records as specified by the Central Government under Section 148(1) of the Act are made and maintained by the Company. The Cost Audit Report for financial year 2017-18 issued by M/s ABK & Associates, Cost Auditor in respect of the various products prescribed under Cost Audit Rules does not contain any qualifications, reservations or adverse remarks and the same was filed with the Registrar of Companies on August 14, 2018.

Secretarial Auditor’s Report:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Rupal Jhaveri, a Company Secretary in Whole-Time

Practice (CP: 4225) was appointed to undertake Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for the year under review does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditor’s Report is annexed as Annexure “H” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been in the forefront for making its contribution towards the benefit of the society at large especially amongst the weaker sections of the society. Your Company through its CSR Initiatives has contributed towards promoting of education and community healthcare by up-grading primary health centers.

After satisfactorily attaining its objective of promoting community healthcare by up-grading primary health center in Jawahar Taluka, your Company for the financial year 2016-17, made a contribution of RS.60 Lakhs towards Hinduja Foundation’s Rural Development Project in Jawahar Taluka, Maharashtra for implementing a project on livelihood, sanitation and providing drinking water.

The main essence of the Rural Development Project of Hinduja Foundation is to enhance the income generation ability of the local community. Under the Rural Development Project, the livelihood of the project participant communities was enhanced through improved agricultural practices and by facilitating wadi tree-based farming. The communities were provided need-based training towards improved agricultural practices and agricultural inputs such as high quality paddy, vegetables and fruit saplings. In order to ensure availability of water throughout the year for the purpose of agriculture, temporary check dams were constructed. Community based farming was encouraged so as to synergize the efforts and achieve better produce.

In order to ensure that drinking water was easily accessible, various water resource management techniques were undertaken by the Foundation. This included deepening of water wells and lifting of water from such wells through solar powered water lifting techniques. The water was then stored in the water tanks installed at suitable locations in the Jawahar Taluka.

The self-help group of women were given relevant training towards the women empowerment and were introduced to the concept of savings and credit.

For the financial year 2017-18, your company has further contributed RS.1 Crore to Hinduja Foundation towards its Rural Development Project in Jawahar Taluka, Palghar District, Maharashtra and will therefore continue its endeavor to inter alia provide livelihood, sanitation and drinking water.

The composition of the CSR Committee and annual report on CSR activities in terms of the requirements of Sections 134(3)(o) and 135 of the Act read with the Rule 8 and 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure “I” to this Report. The CSR Policy is available on the website of the Company viz www.hindujaventures.com.

WHISTLE BLOWER / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Board of Directors had approved a policy on Whistle Blower / Vigil Mechanism and the same is uploaded on the website of the Company at the link: http://www. hindujaventures.com/inv/pdf/whistlerblower-policy-vigil-mechanism.pdf.

The mechanism enables the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and also assures to provide adequate safeguards against victimization of the concerned director or employee. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.

Your Company affirms that no director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT POLICY

The risk management policy of the Company lays down the risk strategy of the Company and helps in determining the risk factor, categorizing the various forms of risks affecting the company’s strategic and financial goals and modes to manage such risks.

The risk identification and remedial steps, if any, to mitigate risks are periodically reviewed by the Company. In addition to reviewing the remedial steps, the Company also assesses whether identified risks still exist or whether the Company is exposed to new risks.

The Audit Committee and Board is updated on how each of the identified risk is monitored during the reporting period so as to ensure that there is no adverse impact on the company.

Further details on risk management are provided in Management Discussion and Analysis Section which form part of this Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD - 2 (SS-2)

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

CREDIT RATING

During the year under review, Brickwork Ratings India Private Limited, a credit rating agency has assigned BWR A1 Rating to the Bank Loan facilities sanctioned to the Company. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

In addition to above, Credit Rating Agency namely SMERA Ratings Limited (“SMERA”), had also assigned rating SMERA A to your company in respect of the credit facilities. The rating outlook is “Stable”.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and have adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace (“PPRSH”) in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy.

During the financial year under review, no concerns have been raised regarding sexual harassment at the workplace.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authorities like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

Disclosures pertaining 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 is annexed as Annexure “J” to this Report.

The details of the employee who was in receipt of the remuneration amounting to the limits stipulated in Section 197(12) of the Act read with Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “K” to this Report.

Any member interested in obtaining the details of the remuneration drawn by the senior level employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the Thirty Third Annual General Meeting.

GENERAL DISCLOSURES

1) No significant or material orders were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in future.

2) There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this Report which affects the financial position of the Company.

3) The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank the Company’s employees, customers, vendors, business partners, members and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja

Date : August 03, 2018 Chairman

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Mar 31, 2017

To the Members,

The Directors have pleasure in presenting the Thirty Second Annual Report and Company’s Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL RESULTS

(Rs. in Crores)

For the year ended March 31	Standalone			Consolidated
	2017	2016		2017	2016
Total Income	203.39		332.48	826.00	679.98
Total Expenses	75.05		208.37	1012.36	776.26
(Loss) / Profit before tax	128.34		124.11	(186.36)	(96.28)
Exceptional/Extraordinary Income/(Expense) (Net)	-		-	-	43.69
(Loss) / Profit before tax	128.34		124.11	(186.36)	(52.59)
Provision for tax (incl. deferred tax)	25.43		23.52	17.55	37.60
(Loss) / Profit after tax	102.91		100.59	(203.91)	(90.19)
Minority Interest	-		-	(147.30)	(8.98)
(Loss)/ Profit after Minority Interest	102.91		100.59	(56.61)	(81.21)

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The financial results are drawn after giving effect to the Scheme of Arrangement between Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company and IndusInd Media & Communications Limited (“IMCL”), a subsidiary of the Company pursuant to which GIL demerged its Headend-in-the-Sky (HITS) business undertaking into IMCL w.e.f October 01, 2016, being the appointed date. The aforesaid Scheme was approved by National Company Law Tribunal vide its Order dated August 10, 2017.

On a Standalone basis, the total income for the financial Year 2016-17 at RS.203.39 Crores was lower by 38.83% compared to last year (RS.332.48 Crores in 2015-16). The total income of last year includes RS.170.93 Crores from high seas sale of Set Top Boxes. Earnings before interest, tax, depreciation and amortization (EBITDA) were RS.175.46 Crores registering a growth of 7.10% over EBITDA of RS.163.83 Crores in 2015-16. Profit after tax (PAT) increased by 2.31% to RS.102.91 Crores over PAT of RS.100.59 Crores in 2015-16

On a Consolidated basis, the total income for the financial Year 2016-17 at RS.826.00 Crores was higher by 21.47% over last year (RS.679.98 Crores in 2015-16). Earnings before interest, tax, depreciation & amortization (EBITDA) and exceptional income / (expense) were RS.99.46 Crores as against RS.125.79 Crores in 2015-16. Net loss after tax and minority interest decreased to RS.56.61 Crores from RS.81.21 Crores in 2015-16.

DIVIDEND

Based on the Company’s performance, your Directors are pleased to recommend for approval of the Members, a dividend of RS.17.50 per equity share (previous year RS.17.50 per equity share) i.e. 175% of the face value of RS.10/- each for the financial year ended March 31, 2017. Dividend, as recommended, if approved by the Members, would involve a total cash outflow of RS.43.30 Crores including dividend distribution tax representing 42.07% of the current year earnings.

TRANSFER TO RESERVES

Your Company proposes to retain the entire amount of RS.102.80 Crores in the profit and loss account during the financial year ended March 31, 2017.

REVIEW OF INDIAN ECONOMY

The Indian economy continues to remain strong with significant growth opportunities especially in the infrastructure sector. The economy has continued to consolidate the gains from the steps taken to ensure macro economic stability. India’s consumer confidence index stood at 136 in the fourth quarter of 2016, topping the global list of countries on the same parameter, because of strong consumer sentiment, according to international market research agency, Nielsen. The Government’s continued thrust to “Make in India”, encouraging start up enterprises, opening up the defence sector to private enterprise and such other pro-active measures is sure to create a positive impact on growth.

Moody’s has affirmed India’s Baa3 rating with a positive outlook stating that the reforms by the Government will enable the country to perform better compared to its peers over the medium term.

Inflation, being lower than the previous year, has enabled a lower interest regime to facilitate credit expansion. However, economic activity has been fueled more by Government spending as the private sector continues to fight shy of making huge investments for growth.

The year saw two major policy decisions which could have short term cost implications-demonetisation of certain high denomination currency; and the passing of the constitutional amendment introducing the Goods and Services Tax (GST).

With respect to demonetisation, the broad consensus view has been that it will create short term costs while paving the way for long term benefits. Noting that India is recovering from the temporary adverse effects of demonetisation, the World Bank has projected a strong 7.20% growth rate for India this year against 6.80% growth in 2016.

GST, the biggest tax reform in India founded on the notion of “One Nation, One Market, One Tax” will make India a single market subsuming numerous central and state taxes and ensuring harmony of tax rates across the country.

TREASURY

Hinduja Leyland Finance Limited:

During the year under review, your Company made an investment of RS.13.18 Crores in Hinduja Leyland Finance Limited (“HLFL”), by subscribing to 16,68,802 equity shares of RS.10/- each offered to the Company on rights basis at a price of RS.79/- per share.

Post the year end, in the month of June, 2017, a further investment of RS.5.23 Crores was made in HLFL by subscribing to 5,56,267 equity shares of RS.10/- each offered to the Company at a price of RS.94/- per share.

After the above subscriptions, the Company holds an aggregate of 2,21,13,959 equity shares of HLFL thereby constituting 5.23% of the enhanced paid-up equity capital of HLFL.

IndusInd Bank Limited:

During the year under review, your Company disinvested an aggregate of 15,57,000 equity shares of RS.10/- each of IndusInd Bank Limited (“IBL”).

After the above disinvestment, the Company holds 86,68,196 equity shares of RS.10/- each of IBL.

Hinduja Energy (India) Limited:

During the year under review, your Company disinvested 6,11,47,056 equity shares of RS.10/each of Hinduja Energy (India) Limited.

IndusInd Media & Communications Limited:

1. During the year under review, your Company:

a) Acquired 43,03,000 equity shares of RS.10/- each of IndusInd Media & Communications Limited (“IMCL”) a subsidiary of the Company (constituting 5.82% of the paid-up equity capital of IMCL), at a price of RS.466/- per share from Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company,

b) Acquired 7,03,60,000 10% Redeemable Cumulative Preference Shares of RS.10/- of IMCL (constituting 26.02% of the paid-up preference capital of IMCL) at par from GIL.

c) Disinvested 11,00,000 equity shares of IMCL

2. IMCL in the month of March, 2017, came out with the issue of 36,953,438 equity shares on rights basis to the existing shareholders. The shares offered to the Company on rights basis by IMCL were renounced in favor of GIL by the Company.

Post rights issue of IMCL, the Company’s shareholding in IMCL is at 40.28% of the enhanced paid-up equity capital of IMCL. However, the shareholding of the Company in IMCL together with that of GIL is at 68.21% of the enhanced paid-up equity capital of IMCL.

3. In the month of March, 2017, 27,03,60,000 10% Redeemable Cumulative Preference Shares of RS.10/- each held by the Company in IMCL were redeemed by IMCL

Grant Investrade Limited:

During the year under review, 6,34,518 equity shares of RS.10/- each were issued to the Company by Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company on conversion of 10,00,000 1% Participatory Redeemable Non-Cumulative Preference Shares (“PRNCPS”) of RS.10/- each held by your Company in GIL.

SUBSIDIARIES

Media: Consolidation of the Media Business:

In order to consolidate the operations in the media segment, the two subsidiaries of the Company in the media segment, IndusInd Media & Communications Limited (“IMCL”) and Grant Investrade Limited (“GIL”) had filed a Scheme of Arrangement (“Scheme”) with the Bombay High Court whereby the Head-end-in-the-Sky (“HITS”) business undertaking of GIL was sought to be de-merged into IMCL. The National Company Law Tribunal (“NCLT”) has vide its Order dated August 10, 2017 approved the Scheme.

By virtue of this approval and the Scheme coming in to effect from August 21, 2017, the HITS business undertaking of GIL vested into IMCL w.e.f October 01, 2016, being the appointed date.

The results of operations of IMCL for the financial year 2016-17, include the full year’s operations of the Cable TV business and operations of the HITS business for the period October 01, 2016 to March 31, 2017.

IndusInd Media & Communications Limited:

Post approval of the Scheme, IndusInd Media & Communications Limited (“IMCL”), subsidiary of the Company, apart from being a leading Multi Systems Operator (“MSO”) in the Country now also holds a license to provide high quality MPEG4 Cable TV services through the Head-end-in-the-Sky (“HITS”) platform. It is the only Company in the country to provide Cable TV services both through the traditional fibre technology and the new HITS technology. IMCL will be the only digital distribution platform which will be able to provide high quality digital headend based fibre delivery system and satellite based digital delivery system.

Under the traditional fibre based technology, IMCL receives the broadcasters’ signals at its different headends and transmits the signals through fibre to the Local Cable Operators (“LCOs”) who connect the last mile to the consumers.

In case of HITS technology, the broadcasters’ signals are received at IMCLs’ Earth Station set up in Noida, from where the signals are uplinked to satellite transponders taken on lease by it and the same are then downlinked by the LCOs at their premises.

The HITS technology reduces significantly the cost of operations and is considered the best value for money technology to cater to the far-flung cities/ towns/villages in the Phase III and Phase IV areas of digitisation. It will also enable fast up-gradation of legacy cable networks at minimal cost in urban areas which has already started.

As per a recent KPMG report, the Television (“TV”) industry [the segment in which IMCL operates] stands at an estimated INRS.588 billion and is envisaged to register a Compounded Annual Growth Rate of 14.70% to reach INRS.1,166 billion by 2021.

IMCL has been making consistent strides in its expansion plan in the Phase III and Phase IV towns and cities using the HITS platform.

With the successful leveraging of both the Cable and the HITS delivery platforms, IMCL today has:

- a presence in all the States and Union Territories of the Country, most districts and more than 1000 locations addressing far flung cities, towns and villages where Cable TV has had no presence in the past;

- over 750 cities covered in all areas, right from Kargil in Kashmir in the North to Andaman and Nicobar in the deep south and right up to North East border areas of Arunachal & Meghalaya;

- a subscriber base of Over 4 million;

- close to 97% of its customers on prepaid payment mode;

- introduced a Managed Services vertical to cater to such parties who want to use the HITS infrastructure;

- won an award from a cable trade national body for being the first MSO to have introduced prepaid payment system;

- been delivering up to 300 Standard and High Definition channels on In Digital and 525 channels on the HITS platform.

Excellent viewership experience continues to be a primary objective of IMCL and to ensure this, it has, among other steps taken, been constantly upgrading technology, packaging channels to meet the niche requirements of different classes of viewers, investing in acquiring audio & video rights of movies to be provided to the cable operators to be run on local channels and improving its customer responsiveness with respect to service needs and ensuring customer connect and satisfaction.

To achieve its objective of growth in market share with robust customer services, IMCL has put in place a strong sales and support organization structure where the Regional Heads with the help of a network of distributors oversee both existing subscriber base and market expansion and customer service. A variable compensation structure to the distribution network ensures both growth of customers as well as retention of existing customers. A similar variable performance linked structure is being introduced for the IMCL team too.

The sector continues to suffer from lack of transparency in pricing by the Broadcasters and the absence of a well-defined remunerative revenue model for the MSOs. In order to address this long pending problem of the industry, the Telecom Regulatory Authority of India has come out with a new Tariff Order which is aimed at adequately compensating all the stakeholders in the chain of distribution in the TV signals distribution chain. However some broadcasters have challenged this regulation in the Courts of India. The aforesaid matter is sub-judice in the Madras High Court where judgment has been reserved. The regulation will help in ensuring that MSOs like IMCL are adequately compensated based on a proper revenue and cost structure in the distribution chain.

In order to strengthen its Balance Sheet, IMCL came out with a Rights Issue in the ratio of 1:2 i.e. one share for every two shares held in IMCL. The issue price was RS.205/- per share. The proceeds of the issue were utilized for repaying inter corporate deposits, redemption of redeemable preference shares and general corporate purposes.

Grant Investrade Limited:

Post the demerger of the HITS business undertaking of Grant Investrade Limited (“GIL”) into IndusInd Media & Communications Limited (“IMCL”), GIL today has two main activities:

- Running movie channels on Cable TV

- Treasury business

With respect to running movie channels on Cable TV, GIL has acquired the rights from IN Entertainment (India) Limited to three channels under the brand name CVO.GIL has successfully run the three channels during the year. In order to contain cost and at the same time ensure quality, GIL has sub-contracted the running of these channels at commercial rates which ensure a good margin to itself.

With respect to its Treasury business, GIL has subscribed to the rights issue made by IMCL by subscribing to the shares renounced in its favour by the Company and also applied for the additional shares of IMCL on rights basis.

SUBSIDIARIES AND JOINT VENTURES

During the year under review, the following companies have ceased to be the subsidiaries/ joint ventures of the Company.

1. Seven Star Information Technology Private Limited w.e.f June 29, 2016.

2. V4U Entertainment Private Limited w.e.f July 12,2016.

3. RMD Baroda Network Private Limited w.e.f March 22, 2017.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”), read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the Company’s subsidiaries and joint venture companies is provided in Form AOC-1 annexed as Annexure “A” to this Report.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements of the Company including consolidated financial statements alongwith all the relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at the link: http://www.hindujaventures. com/inv/annual_r.html.These documents will also be available for inspection on all working days except Saturday and Sunday and Public Holidays at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year under review. Your Company continues to be engaged in the business of media, real estate and treasury.

CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial Year 2016-17. A declaration to this effect as required under Regulation 26(3) read with Schedule V(D) of the Listing Regulations, from the Whole-Time Director of the Company is annexed as Annexure “B” to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption pursuant to Section 134(3)(m) of the Act during the year under review.

The details of Foreign Exchange Earnings and Outgo are annexed as Annexure “C” to this Report.

CORPORATE GOVERNANCE

During the year under review, your Company has complied with the Corporate Governance requirements under Listing Regulations. A detailed Report on Corporate Governance as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed as Annexure “D” to this Report.

A certificate from the Statutory Auditors of the Company certifying that the Company has complied with the conditions of Corporate Governance as required under Schedule V(E) of the Listing Regulations is annexed as Annexure “E” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company performance, SWOT analysis, business outlook etc. is annexed as Annexure “F” to this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public with in the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control system with reference to financial statements in order to ensure the reliability of financial reporting, safeguarding of assets against loss from unauthorised use or disposition and compliance with company policies, guidelines, procedures, laws and regulations.

Your Company has complied with specific requirements as laid down under Section 134(5)(e) of the Act which calls for establishment and implementation of Internal Financial Control framework that supports compliance with requirements of the Act in relation to the Director’s Responsibility Statement.

Your Company entrusted the periodic audit to a specialized external audit firm. In addition, the in-house internal audit team also regularly carries out audit. The audit is based on an internal audit plan which is approved by the Audit Committee of the Board. The internal audit is oriented towards the review of internal controls and risks in operations, accounting and finance.

Based on internal audit reports, process owners undertake corrective actions in their respective area and thereby strengthen the controls. The internal audit reports along with corrective actions are discussed with the Management and are reviewed by the Audit Committee of the Board.

Based on its evaluation (as defined in Section 177 of the Act and Regulation 18 of the Listing Regulations), the Audit Committee has concluded that as on March 31, 2017, your Company’s internal financial controls were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed as Annexure “G” to this Report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantee given and security provided are given in Note nos. 12 and 17 of the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

Suitable disclosures as required under AS-18 have been made in Note no. 32 of the Notes to the Standalone Financial Statements.

Since all the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Act entered by the Company during the year under review with related party/(ies) are in the ordinary course of business and on an arm’s length basis, no particulars in Form AOC-2 have been furnished, as Section 188(1) of the Act is not applicable.

The Related Party Transactions policy as approved by the Board of Directors has been hosted on the Company’s website at the web link: http://www.hindujaventures.com/inv/pdf/ policy-related-party-transactions.pdf

DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors to the best of the knowledge and belief and according to the information, explanations and representations obtained by them and after due enquiry, make the following statements in terms of Section 134(3)(c) and 134(5) of the Act that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments 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, 2017 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 financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Anthony D’Silva (DIN:06404665) resigned as a Director of the Company with effect from the close of business hours of January 30, 2017. The Board placed on record their appreciation for the valuable contribution rendered by Mr. Anthony D’Silva during his tenure as a Director of the Company.

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Sudhanshu Tripathi, Director (DIN:06431686) will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Independent Directors of your Company have submitted declaration confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Ashok Mansukhani, Whole- Time Director, Mr. Amar Chintopanth, Chief Financial Officer, and Mr. Hasmukh Shah, Company Secretary. There has been no change in the Key Managerial Personnel of the Company during the year under review.

BOARD MEETINGS HELD DURING THE YEAR

During the year, eight (8) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which forms part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors have carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which forms part of this Report.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company’s policy on Director’s appointment/ remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report which forms part of this Report.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this Report.

AUDITORS

Statutory Auditors:

At the Thirtieth Annual General Meeting of the Company held on September 23, 2015, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), were appointed as Statutory Auditors of your Company for a term of five years i.e. from the conclusion of the Thirtieth Annual General Meeting until the conclusion of Thirty Fifth Annual General Meeting of the Company.

In terms of first proviso of Section 139 of the Act, the appointment of the Statutory Auditors of the Company shall be placed for ratification at every Annual General Meeting. Accordingly, the Board of Directors based on the recommendation of Audit Committee recommends the ratification of appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting.

The Company has received a confirmation from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of Members.

Pursuant to the provisions of Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any incident of fraud to the Audit Committee during the year under review.

The Auditor’s Report to the Members on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2017 does not contain any qualifications, reservations or adverse remarks.

Cost Auditors:

In accordance with Section 148 of the Act and rules framed thereunder, the Board of Directors on recommendation of Audit Committee appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No. 000036), as Cost Auditors of the Company for the financial Year 2017-18 to audit the accounts relating to optic fibre leasing for the financial year ended March 31, 2018. Necessary resolution for ratification of remuneration of the Cost Auditor for the financial Year 2017-18 is placed before the Members for ratification/approval.

Secretarial Auditor’s Report:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Rupal Jhaveri, a Company Secretary in Whole-Time Practice (CP: 4225) was appointed to undertake Secretarial Audit for the financial Year 2016-17.

The Secretarial Auditor’s Report for the year under review does not contain any qualifications, reservations or adverse remarks and is annexed as Annexure “H” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

One of the five principles of the Company is “Work to Give.” The Company has been contributing towards the well-being of society even before the concept of Corporate Social Responsibility (“CSR”) was institutionalized by the Act.

The Company has made contributions towards the promotion of education amongst the weaker section of society and for promoting healthcare in Jawahar Taluka. These initiatives were taken by the Company through its implementing agency Hinduja Foundation.

During the financial Year 2014-15, the Company in consonance with its CSR objective to promote community healthcare, contributed to implement the CSR project of “Up-gradation of Primary Health Centre” at village Nandgaon, Taluka Jawhar, Palghar District Maharashtra with a view to improve quality, availability and efficiency of healthcare services in tribal areas.

During the financial Year 2015-16, for providing access to basic healthcare facilitation to poor and under privileged people, the Company made contributions to Hinduja Foundation for its Primary Healthcare Project for Up-gradation of Primary Health Centers and Sub-Centers in Jawahar Taluka, Palghar District, Maharashtra.

The said contributions made by the Company was utilized by Hinduja Foundation during the year under review to develop inter alia the Primary Health Centres (PHCs), old and new toilet blocks, maternity wards so as to provide medical treatments to the population residing in the Jawahar Taluka, Maharashtra.

After the necessary developments, the PHCs were able to obtain ISO 1900 certificate and the center now provides medical treatment to 20,000 people covering 7 sub-centers. On an average, daily 25-30 patients are treated at the primary health centers.

With this the Company’s CSR objective to promote community healthcare by way of up-gradation of PHCs in Jawahar Taluka was satisfactorily attained.

During the financial Year 2016-17, the Company has contributed RS.60 Lakhs to Hinduja Foundation towards Rural Development in Jawahar Taluka, Maharashtra for implementing a project on livelihood, sanitation and providing drinking water.

The objective of the Hinduja Foundation’s Rural Development Project in Jawhar is to enhance the livelihood of the project participant communities through a 360⁰ farm based interventions in the form of improved agriculture practices, Wadi tree based farming, support to landless and women headed families, and bring about improvement in their quality of life through income generation and development of model villages, enhanced health and sanitation facilities, water resource management, up-gradation of educational facilities, empowerment of women and development of the village infrastructure.

The composition of the CSR Committee and annual report on CSR activities in terms of the requirements of Sections 134(3)(o) and 135 of the Act read with the Rule 8 and 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -”I” to this Report. The CSR Policy is available on the website of the Company viz www.hindujaventures.com.

WHISTLE BLOWER / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors had approved a policy on Whistle Blower / Vigil Mechanism and the same is uploaded on the website of the Company at the link: http://www. hindujaventures. com/en/inv/pdf/ whistleblower-policy-vigil-mechanism.pdf.

The mechanism enables the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and also assures to provide adequate safeguards against victimization of the concerned director or employee. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.

Your Company affirms that no director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT POLICY

The risk management policy of the Company lays down the risk strategy of the Company and helps in determining the risk factor, categorizing the various forms of risks affecting the company’s strategic and financial goals and modes to manage such risks.

The Company, in the backdrop of this policy, identifies the risk/ threats affecting or likely to affect the Company and accordingly implement measures to limit the impact of such risk, wherever found feasible and provide update to the Board of Directors in compliance with the policy during the year.

Further details on risk management are provided in Management Discussion and Analysis Section which form part of this Report.

CREDIT RATING

During the year under review, Brickwork Ratings India Private Limited, a credit rating agency has assigned BWR A1 Rating to the Bank Loan facilities availed by the Company.

Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk.

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace (“PPRSH”) in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary and trainees) are covered under this policy.

No concerns have been raised under PPRSH during the financial year 2016-17.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authorities like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

Disclosures pertaining 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 is annexed as Annexure “J” to this Report.

The details of the employee who was in receipt of the remuneration amounting to the limits stipulated in Section 197(12) of the Act read with Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure “K” to this Report.

Any shareholder interested in obtaining the details of the remuneration drawn by the senior level employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the Thirty Second Annual General Meeting.

GENERAL DISCLOSURES

1) No significant or material orders were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in future.

2) There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this Report.

3) The Whole-Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank the Company’s employees, customers, vendors, business partners, members and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place: Mumbai Ashok P. Hinduja

Date : August 23, 2017 Executive Chairman

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirtieth Annual Report and Company’s Audited Financial Statements for the financial year ended March 31,2015.

FINANCIAL RESULTS

(Rs. in Crores)

Consolidated

For the year ended March 31 2015 2014

Total Income 786.11 773.49

Total Expenses 816.23 871.52

(Loss) / Profit before tax (30.12) (98.03)

Exceptional/Extraordinary Items 6.20 -

(Loss) / Profit before tax (36.32) (98.03)

Provision for tax (incl. deferred tax) 27.47 (41.43)

(Loss) / Profit after tax (63.79) (56.60)

Minority Interest (82.05) (56.80)

Profit After Minority Interest 18.26 0.20

Standalone

For the year ended March 31 2015 2014

Total Income 110.45 106.54

Total Expenses 17.13 19.01

(Loss) / Profit before tax 93.32 87.53

Exceptional/Extraordinary Items - -

(Loss) / Profit before tax 93.32 87.53

Provision for tax (incl. deferred tax) 0.73 5.50

(Loss) / Profit after tax 92.59 82.03

Minority Interest - -

Profit After Minority Interest 92.59 82.03

REVIEW OF OPERATIONS AND STATE OF AFFAIRS:

On a Consolidated basis, total income for the financial year 2014-15 at Rs. 786.11 Crores was higher by 1.63% over last year (Rs. 773.49 Crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 146.75 Crores registering growth of 1.83% over EBITDA of Rs.144.11 Crores in 2013-14. Net profit after tax and minority interest increased to Rs.18.26 Crores from Rs. 0.20 Crores during 2013-14.

On Standalone basis, total income for the financial year 2014-15 at Rs. 110.45 Crores was higher by 3.67% over last year (Rs. 106.54 Crores in 2013- 14).Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 94.78 Crores registering a growth of 5.26% over EBITDA of Rs. 90.04 Crores in 2013-14. Profit after tax (PAT) increased by 12.88% to Rs. 92.59 Crores over PAT of Rs. 82.03 Crores in 2013-14.

DIVIDEND:

Your Directors have declared interim dividend of Rs. 15 per Equity Share (150 % Dividend on face value of Rs. 10/- per Equity Share) for financial year 2014-15 which has been paid. Your Directors have recommended interim dividend as the final dividend for the financial year 2014-15. The interim dividend involving a cash outflow of Rs. 37.00 Crores including Dividend Distribution Tax, representing 39.96% of the current year earnings.

TRANSFER TO RESERVES:

An amount of Rs. 9.26 Crores was transferred to the General Reserve and an amount of Rs. 542.08 Crores has been carried forward as Balance in the Statement of Profit and Loss.

REVIEW OF INDIAN ECONOMY:

The fiscal year 2014-15 has been a year of change, a year of high expectations and a year of mixed results for the Indian economy. Initial estimates for fiscal year 2014 (ending March 31, 2015) by the Government show that economic growth accelerated to 7.4%. A more robust economic performance as compared to earlier estimates emerged from revised data based on an updated base year, wider coverage of goods and services, and the inclusion of tax data to estimate economic activity. Monthly industrial production estimates indicate a more modest upturn. The production of capital goods expanded after three years in the red. However, consumer durables continued to decline. Improved coal production helped double the growth of electricity generation over the previous year’s rate.

International Monetary Fund has projected that India will overtake China as the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5%, helped by its recent policy initiatives, pick-up in investments and lower oil prices. World Bank too has similar GDP growth forecast for India for the current fiscal year.

These estimates are largely based on India’s economy now being on a cyclical upswing and forward-looking indicators suggest domestic demand is gathering momentum. Low inflation has enabled the Reserve Bank of India to cut interest rates easing pressure on the private sector. Lower rates as well as the government’s infrastructure and disinvestment programs should provide a boost to domestic-oriented industries. The dampener to these growth expectations could be the monsoons.

Overall therefore, the economy is expected to do better in fiscal year 2016 compared to fiscal year 2015.

INVESTMENTS:

Hinduja Energy (India) Limited (HEIL):

India is the fifth largest producer and consumer of electricity in the world, after China, US, Russia and Japan. Power generation has grown more than 100 fold since independence, while demand growth has been even higher due to accelerated economic activity. The total installed capacity in the country crossed 270 GW, out of which over 69% is thermal power generation capacity. Private sector contributes over 35% of this capacity while rest belongs to central as well as state utilities. Emphasis is being given by the new Government on assured fuel availability and incentives are being given for renewable energy sector.

Hinduja National Power Corporation Limited’s (a Subsidiary of HEIL) Greenfield 1040 MW Thermal Power Project in Visakhapatnam is expected to get commissioned in FY 2015-16 thus creating value for its investors from this year onwards.

SUBSIDIARIES:

Media:

Grant Investrade Limited (GIL):

GIL has embarked on a project for setting up infrastructure to provide services under the Headend- in-the-Sky (HITS) platform to the Cable TV industry. The Company has now got all its approvals from the Government of India, which includes mainly from Ministry of Information & Broadcasting (MIB) and Department of Telecommunications (DoT) for the HITS platform.

The brand name of the "Headend-in-the-Sky " (HITS) services to be provided by GIL is 'NXT Digital’.

HITS is a satellite multiplex service that provides cable channels to cable television operations. The HITS service effectively replaces the more complex traditional headend (A headend is a local operations center that receives, process and retransmits TV channels and other services) operations. At a traditional cable television headend, multitudes of satellite dishes and antennae are used to grab cable stations from dozens of communication satellites. In contrast, HITS combines cable stations (or TV channels) into multiplex signals on one or a few satellites. Cable networks can then pull in hundreds of channels at the local headend with relatively little equipment for onward digital distribution to subscriber homes.

HITS as a concept was developed to deliver signals to small cable headends that did not find it viable to install their own Conditional Access Systems (CAS) and centralized services like SMS and billing.

At the same time, the HITS platform delivers a huge number of pay television channels. This provides the HITS end consumer the largest possible choice of pay channels. This exactly is the need of the cable operators in the smaller towns constituting the Phase III & IV locations for the digitalisation program. GIL believes that the entire expansion in the Phase III & IV cities for digitalisation can best be addressed through the HITS technology owing to the superior technology, cost effectiveness as compared to the traditional methods of transmitting signals through fibre, low investment in capital equipment by the cable operators and at the same time world class quality of service is ensured for the consumers.

The total size of Phase III & IV market is approximately 100 million homes of which GIL expects to cover atleast 10 million in the next two years, especially in Phase III.

IndusInd Media & Communications Limited (IMCL):

As per a recent KPMG report, "digitalisation has changed the role of MSOs from being a B2B service provider to a B2C service provider and it is taking time for MSOs to build internal processes to reflect this change in business model. " In line with the above trend, after having successfully implemented digitalisation in Phase I & II cities during the financial years 2012-13, 2013-14 and in the fiscal year 2014-15, IMCL’s focus is on providing better consumer service and simultaneously bring in efficiency in operations.

The Company has achieved this by taking various steps like packaging of channels so that consumer get to choose and pay for what they view; providing the consumer with the option of making payments either through pre-paid or post paid mechanisms; improving turnaround time for attending to consumer complaints, etc. These steps have yielded good results through improved customer satisfaction, improved Average Revenue Per User (ARPU), improved collections and cost efficiencies.

IMCL is now taking steps to expand in the Phase III & IV digitalisation program. Phase III digitalisation deadline is December 31, 2015 and Phase IV is December 31,2016. This expansion will have very little investment requirement, as IMCL will rely on the HITS platform provided by GIL, a fellow subsidiary Company for the launch, both with respect to the headend equipment and the set top boxes. For this purpose, IMCL has entered into an MoU with GIL for provision of passive white label infrastructure services. This will enable IMCL to upgrade its consumer base to a very high level of sophisticated digital video services at very minimum cost.

With a combination of improvement in operating efficiencies as mentioned above and an expansion in the next digitalisation program, IMCL, has passed over the difficult period it encountered in the past two years and is now on the road to recovery. With a mix of conventional DAS and HITS backend, IMCL expects to cover approximately 5 million homes in next two years.

IN ENTERTAINMENT (INDIA) LIMITED (INEL):

Digitisation has paved way for niche content platforms to monetize their reach and value. INEL is being restructured to harness this opportunity. CVO, In Digital Classic, In Digital Music are being restructured on account of programming, on-air packaging, reach and sales to take its rightful place in the Industry. Inorganic acquisitions will enable creating a good mix of in house channels to feed the HITS and DAS platforms.

Teleshopping business also is being restructured to improve product line, bring in cash-and-carry model and generate orders from relevant media. A multi-level e-commerce business model is being developed.

Digitisation of CATV Industry and HITS project present a significant opportunity to further growth of content business of INEL.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR:

In the calendar year 2014, the Indian Media and Entertainment (M&E) Industry grew by 11.7% to reach INR 1026 Billion. It is expected to grow at a Compounded Annual Growth Rate (CAGR) of 13.9% in next 5 years to reach a value of INR 1964 Billions.

2014 has been a turning point for the Media and Entertainment Industry in India in many ways. With the current government’s optimistic outlook, business sentiment has been positive and strengthened by a number of growth promoting policies. In the media sector, digital media continued its rapid growth, indicated by 44.5% growth in digital advertising in 2014.

In Television, advertising saw strong growth, driven by the positive shift in macroeconomic environment, the general election spends, and emergence of e-commerce as a significant new advertising spender.

The Print sector, although remaining highly fragmented, witnessed a rise in the circulation revenue on the back of rising cover prices and subscriptions.

TELEVISION INDUSTRY:

In 2014, the TV industry grew by 13.8% to reach INR 474.9 Billion. It is expected to grow at a CAGR of 15.5% to reach INR 975 Billion by 2019 on the backs of increasing number of subscribers, higher ARPUs due to digitisation, and higher advertisement revenues.

Despite the introduction of Digital Addressable System (DAS), the anticipated improvement in addressability, improvement in subscription revenue and more equitable sharing of subscription revenue are being realized at a slow pace.

The Ministry of Information and Broadcasting (MIB) has extended the deadlines for the implementation of DAS in Phase III and Phase IV to December 31, 2015 and December 31, 2016, respectively. DAS rollout in Phase III and IV is expected to be more challenging on account of larger geographical spread, funding requirements and low potential for ARPUs.

HITS (Headend-in-the-Sky) technology and collaboration between larger MSOs and regional MSOs are expected to play important roles for MSOs in grabbing maximum share of the market in Phase III and IV. Challenges from DTH platforms and integrated telecom service providers with deep pockets will have to be faced with innovative consumer friendly cable services utilizing both the traditional MSO networks and the HITS platform.

AMALGAMATION OF IDL SPECIALITY CHEMICALS LIMITED WITH THE COMPANY:

The Board of Directors of your Company has approved the Scheme of Amalgamation of IDL Speciality Chemicals Limited, a wholly owned subsidiary with your Company at its meeting held on April 24, 2015. The Scheme envisages resulting in consolidation of the business in one entity and strengthening the position of merged entity by enabling it to harness and optimize the synergies of the two companies. Once the scheme is approved, there will be an increase in the trading stock of a listed share in the banking sphere and a significant increase in the land bank for the two metros of Hyderabad and Bengaluru.

Your Company has received observation letters from BSE Limited and National Stock Exchange of India Limited vide letters No. DCS/AMAL/ CS/24(f)/102/2015-2016 dated July 17, 2015 and NSE/LIST/34175 dated July 17, 2015 respectively in respect of the scheme. Your Company has filed the scheme in the High Court of Judicature at Bombay on July 23, 2015. The Hon’ble High Court, Bombay vide its order dated July 31, 2015 has directed for Court Convened Meeting of the members of the Company to be held on September 01,2015. The appointed date for the Scheme is April 01,2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES:

Report on the performance and financial position of the subsidiaries has been provided in Form AOC-1 annexed as Annexure "A " to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 ( "the Act "), the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company www.hindujaventures.com

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Act and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS:

The Company is engaged in Media, Investment, Treasury and Real Estate. There was no change in the nature of the business of the Company during the year under review.

WHOLE-TIME DIRECTOR (WTD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Whole-Time Director (WTD) and Chief Financial Officer (CFO) Certification as required under Clause 49(IX) of the Listing Agreement and the Whole-Time Director’s declaration about the code of conduct are furnished in Annexure "B " and Annexure "C " to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 134(3)(m) of the Act during the year under review.

The details of Foreign Exchange Earnings and outgo are given in Annexure "D " to this report.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed as Annexure "E " to this report.

The Statutory Auditors of your Company have examined the Company’s compliance with regulations and have certified the same as required under the Listing Agreement. The certificate is annexed as Annexure "F " to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company performance, SWOT analysis, business outlook etc. is annexed as Annexure "G " to this report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company maintains an adequate system of internal financial control with reference to financial statements, to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure "H " to this report.

LOANS, GUARANTEES AND INVESTMENTS:

Details of the loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in Note 15 of the Notes to Financial Statements.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with the related parties were in ordinary course of business and were on arm’s length pricing basis.

During the year, the Company has 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. Suitable disclosures as required under AS-18 have been made in Note 29 of the Notes to the Financial Statement.

Since all the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Act entered by the Company during the year under review with related party/(ies) are in the ordinary course of business and on arm’s length basis, no particulars in Form AOC-2 is furnished as Section 188(1) of the Act is not applicable.

The Related Party Transactions policy as approved by the Board is disclosed on Company’s Website at the web link: http://www.hindujaventures.com/ en/inv/pdf/policy-related-party-transactions.pdf

DIRECTOR’S RESPONSIBILITY STATEMENT:

Your Directors to the best of the knowledge and belief and according to the information, explanation and representation obtained by them and after due enquiry, make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on March 31, 2015 and of the profit of the Company for the year ended March 31,2015;

iii. that proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on going concern basis;

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

vi. that systems to ensure compliance with provisions of all applicable laws were in place and were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following directors have resigned from the Board of the Company:

1. Mr. Hemraj Asher (DIN: 00024863), Independent Director with effect from June 05,2014.

2. Mr. Ravi Mansukhani (DIN: 00155193), Alternate Director to Ms. Vinoo Hinduja with effect from August 12, 2014.

3. Ms. Vinoo Hinduja (DIN: 00493148) with effect from January 30, 2015.

4. Mr. Prakash Shah (DIN: 00120671), Independent Director with effect from the close of business hours of April 24, 2015.

The Board places on record its appreciation for the valuable contribution and guidance provided by Mr. Hemraj Asher, Mr. Ravi Mansukhani, Ms. Vinoo Hinduja and Mr. Prakash Shah.

At the ensuing Annual General Meeting of the Company to be held on September 23, 2015, Mr. Ramkrishan P. Hinduja, (Director) will retire by rotation. Mr. Ramkrishan P. Hinduja has not offered himself for re-appointment due to understandable pre-occupations and the vacancy caused by retirement by rotation of Mr. Ramkrishan P. Hinduja, will not be filled up at the ensuing Annual General Meeting to be held on September 23, 2015 or any adjournment thereof. The Board places on record its appreciation for valuable contributions made by him during his tenure.

In accordance with the provisions of Section 161(1) of Companies Act, 2013 ( "the Act ") and Article 124 of the Articles of Association of the Company, Mr. Prashant Asher (DIN: 00274409), Ms. Bhumika Batra (DIN: 03502004) and Mr. Sudhanshu Tripathi (DIN: 06431686) were appointed as Additional Directors with effect from September 23, 2014; March 11,2015 and August 04, 2015 respectively.

The Company has received a notice under Section 160 of the Act along with the requisite deposits proposing the appointment of Mr. Prashant Asher, Ms. Bhumika Batra and Mr. Sudhanshu Tripathi and the resolutions seeking the approval of the Members for appointment of Mr. Prashant Asher, Ms. Bhumika Batra and Mr. Sudhanshu Tripathi have been incorporated in the notice of forthcoming Annual General Meeting of the Company along with the brief details about them.

Appointment of Mr. Prashant Asher and Ms. Bhumika Batra as Independent Directors pursuant to Section 149 and 152 of the Act and Clause 49 of the Listing Agreement are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five (5) years on non-rotational basis. The Company has received declaration from the said Directors that they meet the criteria for independence in terms of Section 149(6) of the Act.

Mr. Anil Harish (DIN: 00001685) and Mr. Rajendra P. Chitale (DIN: 00015986) who were appointed as Independent Directors for a term of five (5) years at the Annual General Meeting of the Company held on September 22, 2014 have submitted declaration that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Board of Directors at its meeting held on January 30, 2015 re-appointed Mr. Ashok Mansukhani as Whole-Time Director pursuant to Section 196, 197, 203 and Schedule V of the Act for a period of three years with effect from April 30, 2015 to April 29, 2018. The resolution of re-appointment of Mr. Ashok Mansukhani and payment of remuneration for a period of three years with effect from April 30, 2015 to April 29, 2018 were approved by the members by postal ballot/e-voting on June 22, 2015.

Mr. Amar Chintopanth was appointed as a Chief Financial Officer of the Company under Section 203 of the Act with effect from August 12, 2014.

Mr. Hasmukh Shah was appointed as a Company Secretary of the Company under Section 203 of the Act with effect from January 1, 2015. Further, Mr. Amit Vyas, Company Secretary of the Company has resigned with effect from December 12, 2014.

Accordingly, Mr. Ashok Mansukhani, Whole-Time Director, Mr. Amar Chintopanth, Chief Financial Officer and Mr. Hasmukh Shah, Company Secretary were designated as "Key Managerial Personnel " of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six (6) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure "E " to this Report.

BOARD EVALUATION:

The Nomination and Remuneration Committee at its meeting held on November 13, 2014 laid down the criteria for performance evaluation of Independent Directors.

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provision of the Act and under Clause 49 of Listing Agreement.

The Nomination and Remuneration Committee and the Board while reviewing the performance of the Independent Directors, deliberated upon certain criteria such as commitment and guidance, advice and valuable inputs, expertise and knowledge.

The performance of the Board as a whole was reviewed by the Independent Directors relying upon the following parameters:

1) Presentation of detailed vs Key information necessary;

2) Information on financial and operational performance of the Company;

3) Information on Business environment;

4) Board debate and discussion and

5) Board leadership.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a Whole and performance of the Chairman was evaluated, taking in to account the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting at which the performance of the Board, its Committees and individual directors was also discussed.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company’s policy on Director’s appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board’s Report.

COMPOSITION OF AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS:

Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018), the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment as per Section 139 of the Act. M/s. Deloitte Haskins & Sells LLP have expressed their willingness to be re-appointed as Statutory Auditors of the Company and has furnished a certificate for their eligibility and consent under Section 141 of the Act and rules framed thereunder. The Board, based on the recommendation of the Audit Committee recommends the appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company for a period of five years.

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

Cost Auditors:

In accordance with Section 148 of the Act and rules framed there under, the Board of Directors on recommendation of Audit Committee appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No.000036) as Cost Auditors of the Company for the financial year 2015-2016 to audit the accounts relating to telecommunication activity for the financial year ended March 31, 2016 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting.

The Audit Committee has also received a certificate from Cost Auditor certifying their independence and arm’s length relationship with the Company.

Secretarial Auditor’s Report:

The Board has appointed Ms. Rupal Jhaveri, Company Secretaries in Whole-time Practice (CP: 4225), to carry out Secretarial Audit under the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2014-2015. The Secretarial Audit Report is annexed as Annexure "I " to this report.

The Secretarial Audit Report for the year under review does not contain any qualification.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company in financial year 2012-13

considering its objective to promote education through Hinduja Foundation, provided financial support to meritorious scholars from the economically weaker section of society to enable them to study and complete their first graduation.

Your Company in financial year 2013-14

considering its objective to promote community healthcare through Hinduja Foundation provided much needed healthcare facility in tribal areas of Thane. The Child Development Services Programme of Government of India has served over 19,247 people and trained more than 15 teachers and over 6,000 children in hygiene and preventive care.

For financial year 2014-15 considering its objective to promote community healthcare, Rs. 40,10,000 has been contributed to implement HVL CSR project of Upgradation of Primary Health Centres.

Hinduja Foundation is collaborating with Additional Collector at Jawahar for Upgrading Primary Health Centres (PHCs) and Basic Health Centres (BHCs) there by strengthening health services in the rural and tribal communities, thus creating a role model project for public private partnership. These PHCs and BHCs are being strengthened in collaboration with the Govt. Health Department.

The Composition of the Corporate Social Responsibility (CSR) Committee and the brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure "J " to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company i.e. www.hindujaventures.com.

VIGIL MECHANISM/ WHISTLE BLOWER:

In Compliance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved Vigil Mechanism/ Whistle Blower Policy and the same is uploaded on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

The mechanism enables the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct and assures to provide adequate safeguard against victimization of the concerned director or employee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The policy on Vigil Mechanism/ Whistle Blower is available on the Company’s website at the link:http://www.hindujaventures.com/en/inv/pdf/ whistleblower-policy-vigil-mechanism.pdf

RISK MANAGEMENT POLICY:

The Company has formulated a risk management policy so as to identify, quantify and manage all risk and opportunities that may affect the achievement of entity’s strategic and financial goals.

Risk Management within the organization involves reviewing the operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

These risks include but are not limited to financial, legal and operational risk and risks concerning the Company’s reputation and ethical standards.

The key risk factors identified by the Company include but are not limited to the following areas:

* Economic Environment and Market conditions

* Political environment

* Technological obsolescence

* Financial reporting risks

* Finance risk

* Fluctuations in Foreign Exchange

* Legal and Compliance Risk

* Human resource management

The Company strives to mitigate the risk by avoiding risk, transferring risk, reducing risk and retaining the risk.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015:

* No. of complaints received - Nil

* No. of complaints disposed off - Nil

COMMUNICATION AND PUBLIC RELATIONS:

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES:

Disclosures pertaining 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 is annexed as Annexure "K " and "L " to this report.

GENERAL DISCLOSURES:

1. No significant or material orders were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in future.

2. There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this report.

ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the Company’s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja Date : August 4, 2015 Executive Chairman

Annexure "E " to the Boards’ Report

---

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Directors'' Report for the year ended 31st March 2014 and the Twenty-Nineth Annual Report of your Company.

FINANCIAL RESULTS

(Rs in Lacs) Consolidated For the year ended 31st March 2014 2013

Total Income 77,348.60 70,196.16

Total Expenses 87,152.00 58,737.74

(Loss) / Profit before tax (9,803.40) 11,458.42

Provision for tax (incl. deferred tax) 4,143.70 2,784.17

(Loss) / Profit after tax (5,659.70) 8,674.25

Minority Interest (5,679.79) 652.03

Profit After Minority Interest 20.09 8,022.22

Standalone For the year ended 31st March 2014 2013

Total Income 10,653.86 9,452.42

Total Expenses 1,900.93 1,101.03

(Loss) / Profit before tax 8,752.93 8,351.39

Provision for tax (incl. deferred tax) 549.96 676.81

(Loss) / Profit after tax 8,202.97 7,674.58

Minority Interest – –

Profit After Minority Interest 8,202.97 7,674.58

REVIEW OF INDIAN ECONOMY

As per the Monetary Policy Statement of Reserve Bank of India for 2014-15, ''Real'' GDP growth is expected to pick up from a little below 5% in 2013-14 to a range of 5% to 6% in 2014-15 though with downside risks to the central estimate of 5.5%. Easing of domestic supply bottlenecks and progress on the implementation of stalled projects already cleared should contribute to growth and stronger anticipated export growth as the world economy picks up. Despite some positive movement in more recent data, industrial activity continues to be a drag on the economy, with retrenchment in both consumption and investment demand refected in the contraction of output of consumer durables as well as capital goods. Indian ratings maintains a stable outlook on state government finances, as it expects consolidated state finances to remain resilient to the ongoing economic slowdown. Uncertain forecast of Monsoon and erratic rains could be a dampener.

REVIEW OF FINANCIALS

On a Consolidated basis, your Company registered a growth of 10.19% in income to reach R 77,348.60 Lacs from R 70,196.16 Lacs during the year. EBIDTA decreased from R 22,713.60 Lacs to R 14,410.90 Lacs. Net Profit after Taxes and Minority Interest reduced from R 8,022.22 Lacs to R 20.09 Lacs.

The Standalone results refect a strong performance buoyed by Treasury gains. Total Income grew by 12.71% from R 9,452.52 Lacs to R 10,653.86 Lacs. Net Profit after Tax grew by 6.88% from R 7,674.58 Lacs to R 8,202.97 Lacs.

DIVIDEND

The Board is pleased to recommend Dividend payment of R 15/- per Equity Share (150% Dividend on face value of R 10/- per Equity Share) for financial year 2013-14. The current year Dividend will result in a payout of R 3,607.34 Lacs including Dividend Distribution Tax, representing 43.98% of the current year earnings.

TRANSFER TO RESERVES

The Company proposes to transfer R 820.30 Lacs to the General Reserve as required under Transfer to General Reserve Rules and to carry forward an amount of R 49,574.80 Lacs as Balance in the Statement of Profit and Loss.

REAL ESTATE

The Company continues to pursue its efforts in seeking clearance for the development of its real estate in Bengaluru including attending the legal suits related to title in respect of 47.2 acres land. Your company has obtained an order of temporary injunction restraining Mr. Bharat Patel and his agents/men from alienating or in any way encumbering the property at Devanahalli.

Your Company through IDL Speciality Chemicals Ltd. a wholly owned subsidiary had acquired 4.75 acres of land in Hyderabad at a price of R 5.00 crores per acre. As of 31st March 2014, the reckoner rate of land stands as R 12.00 crores per acre, registering an unrealised gain of 126% based on reckner rate.

INVESTMENTS

Hinduja Energy (India) Limited:

India is the ffth largest producer and consumer of electricity in the world, after China, US, Russia and Japan. Power generation has grown more than 100 fold since independence, while demand growth has been even higher due to accelerated economic activity. The total installed capacity in the country crossed 250 GW, out of which close to 69% is thermal power generation capacity. Private sector contributes over 35% of this capacity while rest belongs to central as well as state utilities. It is expected that the contribution of private sector shall continue to increase. The sector went through a sluggish phase for the last 2-3 years due to policy uncertainties and fuel shortage. However, the new central government has taken certain constructive measures to mobilise the projects that have been delayed/ stalled for various reasons. Emphasis is being given on assured fuel availability and incentives are being given for renewable energy sector. This has already started boosting the confdence of the investors. Hinduja Group with its vision to achieve 10,000 MW capacity wants to be a significant private sector player in the Indian power sector.

HNPCL''s Greenfield 1040 MW Thermal Power Project in Visakhapatnam is expected to get commissioned in FY 15 thus creating value for its investors from this year onwards. The Company in the process has developed a competent project execution team with strong techno-commercial expertise for future power projects. HEIL through its joint venture company Steag O&M Company Ltd is also developing a team for the Operations & Maintenance (O&M) of the Vizag Power Project, that will be further augmented to carry out the O&M of the future power projects of the Group as well as other third party power projects outside the Group.

During the year, power investments were consolidated into the Company by acquisition of shares of HEIL from its subsidiary Grant Investrade Limited. This has released much needed capital in Grant Investrade Limited level to develope its new Media business by deploying Headend In the Sky technology.

SUBSIDIARIES

Media:

Grant Investrade Limited (GIL):

GIL had applied for Headend In the Sky (HITS) permission, which was granted during the year, by the Ministry of Information & Broadcasting. GIL now awaits the wireless operational license. The Company has capitalised GIL with R 100 crore Preference Capital to spearhead the HITS business.

With the mandate of Digitalization from the Government of India, a number of cable operators fnd themselves having to move from a B2B model to a B2C model which is now consumer centric. Apart from considering their financial resources and size, they will fnd it diffcult to be able to muster and provide quality digital services with multiple choices to their customers and compete with other providers like Direct to Home (DTH) who have well established customer friendly services.

Considering the above, your Company thought it appropriate to launch a "White Lable Service" model to the large number of cable operators through a HITS model, through this the company would provide quality backend services stipulated by TRAI. GIL is expected to fll the gap and supplement Cable operations especially in Phase III and IV and grow instantly throughout India. GIL has commenced project activities for launch of HITS platform and the business is expected to go live by March 2015.

IndusInd Media & Communications Limited (IMCL):

IMCL needs funds for consolidation in Phase I and Phase II and to digitalise network in Phase III and Phase IV. Hence for providing funding support your Company has made an investment of R 10,000 Lacs in IMCL by purchasing 10%, Redeemable Cumulative Preference Shares of R 10/-.

IMCL successfully completed digitization of its networks in Phase I and II of the Governments mandatory digitization process. IMCL now provides digital service to its subscribers in over 21 cities.

IMCL consolidated EBIDTA for the year stood at R 2,606.81 Lacs as against R 14,114.78 Lacs in the previous year Consolidated Total Income grew by 4.43% from R 61,061.95 Lacs to R 63,891.65 Lacs.

IMCL has over 2.3 million digital customers and plans to convert its entire base of customers to digital in the next 2 years.

The IMCL infrastructure is adequately geared to meet the opportunity presented by mandatory Digital Addressable System (DAS) and is currently supported by 10,000 kms of hybrid fbre optic cable network, which includes 2,000 kms of underground fbre.

IMCL has announced various packages in its digital platform and also commenced High Defnition TV services (HD). IMCL remains committed to its customers to bring out the best of the technology for digital viewing over its cable networks. It now offers over 350 Standard Defnition channels (SD) and over 20 High defnition channels (HD) in key markets under the brand name INDIGITAL. There are also plans to introduce Value Added Services (VAS) digital cable.

Synergy in Media Business:

All back-end services viz. CAS, SMS, IT [Corporate & network] will be provided by the HITS platform to IMCL. GHITS will also provide specialist services like "TV Everywhere" and "Value-Added Services" (VAS) to IMCL.

1. IMCL will not need to incur capital expenditure for the back-end and upgrade costs to digital head-ends. IMCL will also benefit from lower operating costs for:

a. DHE manpower & operation, including AMCs where applicable

b. Back-end staffng

c. Administrative expenses

d. Power & fuel

e. Multi-lingual call centre set-up costs & operation

2. There will be additional savings on administrative expenses by combining of functions like HR, legal etc.

3. IMCL will be the anchor customers for the HITS platform. IMCL will provide HITS platform the ready customer base it requires that will enable HITS platform to break even much faster.

FUTURE OUTLOOK – MEDIA & CABLE TV SECTOR

In calendar year 2013, the Indian Media & Entertainment (M&E) industry registered a growth of 11.8% over 2012 and touched INR 918 billion.

Overall growth remained muted, largely caused by the slowdown of the Indian economy. The

economic slowdown impacted advertising revenue dependent sectors such as TV and print the depreciation in the rupee also affected print, cable and DTH companies adversely but helped export oriented sectors such as animation and VFX to some degree. At the same time, this was countered by the impact of continued digitization of media products and services, and growth in regional media.

Digitization of cable saw progress of Television industry moving in the right direction, with the mandatory Digital Access System (DAS) rollout almost complete in Phase II cities. The impact was felt to the extent that carriage fees saw a reduction of 15-20% overall, however the anticipated increase in ARPUs and subscription revenues for broadcasters and MSOs (Multi System Operators) is expected to be realized only over the next 2-3 years. Broadcaster revenue also increased by 35-40%, however also revenue has only increased marginally, as the DAS environment is still settling down.

ARPUs are expected to gradually increase over the next 2 years. Other key highlights in 2013 were the inclusion of LC1 (less than class I) markets in TV ratings, the 12 minute advertising cap ruling and the shift from TRP to TVT ratings. The recent Telecom Regulatory Authority of India regulation on dissolution of aggregators for Broadcast channels is likely to allow more fexibility in packaging.

Year 2013 was a year in which many parts of the M&E industry paused and took stock. Focus shifted from top line growth to bottom line growth with companies focusing on operations and effciency. Inspite of a very challenging macro environment, the industry grew 12%, a far better performance than many other industries. The structural changes taking place in the industry especially in television and digital, continued to take the industry down the path of fulfilling its potential.

Broadcasting & Distribution:

- The benefit of Phase I and Phase II digitalization in terms of growth in subscription revenues is expected to be seen over 2014 and 2015.

- Growth is expected to be driven, through packaging in subscription revenues, while carriage costs are expected to rationalize in metro markets.

Distribution:

- Phase I of cable digitalization kick-started and met with varying degrees of success in the four metros. However, the consumer has warmed up to the concept of digitalization.

- Phase II has already started. Out of the 38 cities identified for Phase II digitalization, approximately 80% of C&S households are already digitalized and the balance are likely to be completed in next six months.

On the new digital environment, MSOs also will have the capability to directly add the Customer. LCOs will be crucial to customer interactions and day-to-day management. Therefore LCOs relationship management remains crucial for MSOs. With 74% FDI recently granted to digital cable sector, there is increasing interest of private equity funds and foreign investment in these sectors.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February, 2011 has provided general exemption from compliance with Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in Note No. 32 of Consolidated Financial Statements.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company through Hinduja Foundation, has provided much needed healthcare facility through Hinduja Foundation in tribal areas of Thane district. The Scheme has been sanctioned by National Committee for Promotion of Social and Economic Welfare. The healthcare services through mobile medical vans are planned to be expanded to neighboring parts of Mokhada, Wada and Bhiwandi Talukas which will operate in concert with the Integrated Child Development Services Programme of Government of India. During the one year of its operations the program has served over 19,247 people and trained more than 15 teachers and over 6,000 children in hygiene and preventive care.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company''s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive officer (CEO) and Chief Financial officer (CFO) certification as required under clause 49 of the Listing Agreement and the Chief Executive officer''s declaration about the code of conduct are furnished in "Annexure – A" and "Annexure A-1" to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956 during the year under review.

The details of Foreign Exchange and outgo are given in "Annexure – B" to this report.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Rules, 2011 as amended, is annexed as "Annexure – C" to this report.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement, a detailed report on Corporate Governance is annexed as "Annexure – D" to this report.

The Statutory Auditors of your Company have examined the Company''s compliance with regulations and have certified the same as required under the Listing Agreement. The certifcate is annexed as "Annexure – E" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, company performance, SWOT analysis, business outlook etc. is annexed as "Annexure – F" to this report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS AD- EQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. R.P. Hinduja, Director of your Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Mr. Anil Harish, Mr. Prakash Shah, Mr. R.P. Chitale and Mr. H.C. Asher as Independent Directors pursuant to Section 149 and 152 of the Companies Act, 2013 are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five years. Pursuant to Section 149 and 152 of Companies Act, 2013, Independent Director will not be liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

(i) in the preparation of annual accounts for year ending 31st March 2014, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2014 and of the Profit of your Company for the year ended 31st March 2014;

(iii) proper and suffcient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on going concern basis.

COST AUDITORS

The Board of Directors has re-appointed M/s. ABK & Associates, Cost Accountants, as Cost Auditors to audit the accounts relating to telecommunication activity for the financial year ended March 31, 2015.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends the appointment of the Auditors.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Company''s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja Date : 29th May, 2014 Executive Chairman

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Directors'' Report for the year ended 31st March 2013 and the Twenty Eighth Annual Report of your Company.

FINANCIAL RESULTS

(Rs.in Lacs)

Consolidated Standalone

For the year ended 31st March 2013 2012 2013 2012

Total Income 70,196.16 56,304.60 9,452.42 9,011.01

Total Expenses 58,737.74 39,321.36 1,101.03 1,636.17

Profit before tax 11,458.42 16,983.24 8,351.39 7,374.84

Provision for tax (incl. deferred tax) 2,784.17 4,706.62 676.81 872.27

Profit after tax 8,674.25 12,276.62 7,674.58 6,502.57

Minority Interest 652.03 2,230.21

Profit After Minority Interest 8,022.22 10,046.41 7,674.58 6,502.57

REVIEW OF INDIAN ECONOMY

As per the monetary policy statement for 2013- 2014, the Reserve Bank of India has computed the cumulative GDP growth at an average of 5% against 6.6% a year back. With the progressive fall in industrial production, the growth rate for the current period has come down to 0.09% in April 2013 from February 2013. Inventory and capacity utilization remains flat. The composite Purchasing Manager Index (PMI) encompassing manufacturing and services had fallen to a seventeen month low in March 2013, but headline inflation as measured by wholesale price index moderated to an average of 7.3% in 2012-2013 from 8.9% in the earlier year. Retail inflation driven by food inflation averaged 10.2%. Corporate performance has shown significant deceleration. The current account deficit touched 6.7% in Quarter 3 of 2012-2013. In the light of all this, RBI has estimated baseline GDP growth at 5.7% for the next year. The greatest risk to the Indian economy continues to be the extremely high current account deficit. In the light of this scenario, while RBI has taken certain monetary measures to stimulate the economy, industrial revival will require greater facilitation in terms of effective policy measures to stimulate private investment.

REVIEW OF FINANCIALS

On a Consolidated basis your Company registered a growth of 24.67% in Income to reach r 70,196.16 Lacs from r 56,304.60 Lacs during the year. EBIDTA increased from r 21,969.33 Lacs to r 22,713.60 Lacs. Net Profit after Taxes and Minority Interest reduced from r 10,046.41 Lacs to r 8,022.22 Lacs.

The Standalone results reflect a strong performance buoyed by Treasury gains. Total Income grew by 4.90% from r 9,011.01 Lacs to r 9,452.42 Lacs. Net Profit after Tax grew 18.02% from r 6,502.57 Lacs to r 7,674.58 Lacs.

DIVIDEND

The Board is pleased to recommend Dividend payment of r 15/- per Equity Share (150% Dividend on face value of r 10/- per Equity Share) for the financial year 2012-13. The current year Dividend will result in a payout of r 3,607.34 Lacs including Dividend Distribution Tax, representing 47% of the current year earnings.

TRANSFER TO RESERVES

The Company proposes to transfer r 767.46 Lacs to the General Reserve as required under Transfer to General Reserve Rules and to carry forward an amount of r 45,799.47 Lacs as balance in the Statement of Profit and Loss.

REAL ESTATE

The Company continues to pursue its efforts in seeking clearance for the development of its real estate in Bengaluru including attending the legal suits related to title in respect of 47.2 acres land. The land was purchased at r 0.14 crores per acre and today the reckoner rate of land value stands at r 3.08 crores per acre. Post clearance of all the issues, the Company will take up development of the property.

Your Company through its wholly owned subsidiary had acquired 4.75 acres of land in Hyderabad at a price of r 5.00 crores per acre. As of 31st March 2013, the reckoner rate of land stands as r 12.1 crores per acre, registering an unrealised gain of 142%.

INVESTMENTS

During the year under review, your Company has made further investment of r 16,211.00 Lacs in Hinduja Energy (India) Limited through its wholly owned subsidiary Grant Investrade Limited. Hinduja Energy (India) Limited''s subsidiary Hinduja National Power Corporation Limited is expected to go on stream during this financial year. It is setting up a 1040 MW coal based power plant at Vizag in Andhra Pradesh, India.

SUBSIDIARIES

Media:

IndusInd Media & Communications Limited (IMCL):

IMCL moved on in 2012-13 with the cable digitalization mandated by Government in a Phasewise manner. During the Ist phase of Digitalization, IMCL covered 3 cities (out of four metros mandated) and converted all the targeted analogue homes to digital. In the cities of Mumbai, Delhi and Kolkata, IMCL now offers only a digital signal for TV viewing.

IMCL has expanded the geography and network to 36 cities. The consolidation plans continued with Phase II. In the IInd Phase of Digitalization, IMCL is present in 15 cities, out of the Government mandated 38 cities list. IMCL already has over 2.3 million digital customers and plans to convert the entire base of 8.5 million customers to digital in the next 2 to 3 years. It will also give a significant push to Internet over cable services during the coming year.

IMCL consolidated EBIDTA for the year stood at r 14,114.78 Lacs as against r 14,563.48 Lacs. Consolidated Total Income grew by 26.82% from r 48,146.68 Lacs to r 61,061.95 Lacs.

IMCL has announced its various packages in the digital platform and also commenced the High Definition TV services (HD) in certain key markets. IMCL remains committed to its customers to bring out the best of the technology for viewing digitally over the cable networks. It now offers over 350 Standard Definition channels (SD) and over 20 High Definition channels (HD) in key markets under the brand name INDIGITAL. There are also plans to introduce Value Added Services (VAS) in digital cable.

The IMCL infrastructure is adequately geared to meet the opportunity presented by mandatory Digital Addressable System (DAS) and is currently supported by 10,000 km of hybrid fibre optic cable network, which includes 2,000 km of underground fibre.

IMCL has already achieved the first success of digitalization. However, IMCL feels that Government and Regulator have to consider some vital issues, such as:

- Providing infrastructure status to the cable industry.

- Access to domestic funding is critical for successive phases of digitalization.

- Customs duty on set top boxes has been doubled to 10%. Government indicated that this has been done in order to provide a boost to indigenous manufacturers. Incentives and subsidies to local manufacturers would be important to enable them to be more cost- competitive vis-a-vis imported boxes, thus keeping the price of the STB lower for the Consumer.

- Reduction in customs duty on digital headend equipments and set top boxes will provide a boost to the digitalization initiative.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR

The Indian Media & Entertainment (M&E) industry grew from INR 728 billion in 2011 to INR 821 billion in 2012, registering an overall growth of 12.6%. Given the impetus introduced by digitalization, continued growth of regional media, strength in the film sector and fast increasing new media businesses, the industry is estimated to achieve a growth rate of 11.8% in 2013 to touch INR 917 billion. The sector is projected to grow at a healthy CAGR of 15.2% to reach INR 1,661 billion by 2017.

In 2012, the television industry commenced its journey down a game-changing path with the seeds planted for sweeping changes that would significantly change in the way business is done. Digitalization of cable is expected to bring in transparency and increase subscription revenues for Multi-System Operators (MSOs), broadcasters and higher taxes for Government. Developments and refinements in viewership measurement systems may affect the way advertising is distributed among channels.

In itself, 2012 was a challenging year for the industry, with companies conserving capital and cutting advertisement spends in the face of a soft macro-economic environment. Against this backdrop, leading players and networks stood out as they managed to perform better than fringe and niche players. The TV sector also witnessed consolidation and exits, paving way for a more sustainable, profitable future.

Despite the current challenges, the long-term outlook remains positive and India continues to remain a key strategic market for leading international broadcasters and national MSOs.

The television industry in India is estimated at INR 370 billion in 2012 and is expected to grow at a CAGR of 18% over 2012-17, to reach INR 848 billion in 2017. Aided by digitalization and the consequent increase in ARPUs (Average Revenue Per User), the share of subscription revenue to the total industry revenue is expected to increase from 66% in 2012 to 72% in 2017.

Paid Cable & Satellite (C&S) penetration of TV households is expected to increase to 91% by 2017:

The number of C&S households in India increased by 11 million in 2012 to reach 130 million. Excluding DD Direct, the number of paid C&S households is estimated to be 121 million. This paid C&S base is expected to grow to 173 million by 2017, representing 91% of TV households.

Broadcasting & Distribution:

- The benefit of Phase I and Phase II digitalization in terms of growth in subscription revenues is expected to be seen over 2013 and 2014.

- Growth is expected to be driven by a sharp increase in subscription revenues, while carriage costs are expected to rationalize in metro markets.

Distribution:

- Phase I of cable digitalization kick-started and met with varying degrees of success in the four metros. However, the consumer has warmed upto the concept of digitalization.

- Phase II as already started. Completion of Phase II digitalization is likely to get delayed by 3 to 6 months. Out of the 38 cities identified for phase II digitalization, approximately 80% of C&S households are already digitalized.

With the eventual control of the subscriber moving to MSOs post digitalization, the distribution industry is expected to see a power shift towards MSOs. Local Cable Operators (LCOs) are expected to take up the role of servicing agents while MSOs control the infrastructure and generate bills through a subscriber management system, ideally a prepaid model.

However, even as MSOs may have control of the subscriber, LCOs will be crucial to customer interactions and day-to-day management. Therefore LCOs relationship management remains crucial for MSOs. With 74% FDI recently granted to digital cable sector, there is increasing interest of private equity funds and foreign investors in these sector.

GRANT INVESTRADE LIMITED (GIL) - HITS LICENSE

With the mandate of Digitalization from the Government of India, a number of cable operators find themselves in a very strange position having to move from a B2B model to a B2C model which is now consumer centric and apart from considering their financial resources and size, will find it diffi- cult to be able to muster and provide quality digital services with multiple choices to their customers and compete with other providers like Direct to Home (DTH) who have well established customer friendly services.

Considering the above, your Company thought it appropriate to launch a "pure service" model to the large number of cable operators through a HITS (Head-end in the Sky) model through this the Company would provide world renowned and quality backend services stipulated by TRAI. Accordingly, GIL, the wholly owned subsidiary of the Company had applied for a HITS license with The Ministry of Information and Broadcasting (MIB) in the month of November 2012. The license is in the final stages of approval.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February, 2011 has provided general exemption from compliance with Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies as required by the said general approval, is disclosed in Note No. 31(A) of Consolidated Financial Statemens.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company through Hinduja Foundation under project approved by the National Committee for Promotion of Social and Economic Welfare, is successfully implementing its mobile health care project targeting the rural poor in tribal areas of Thane district, North Maharashtra. The mobile medical units operate in a planned journey cycle along the interior village roads and provide primary healthcare services and healthcare education on specified days in a week. They also provide more advanced referral services in tandem with mobile hospital unit of P. D. Hinduja National Hospital & Medical Research Centre. During the one year of its operations the program has served over 40,000 people and trained more than 15 teachers and over 10,000 children in hygiene and preventive care.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company''s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement and Chief Executive Officer''s declaration about the code of conduct are furnished in "Annexure-A" and "Annexure-A-1" to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 during the year under review.

The details of Foreign Exchange and outgo are given in "Annexure-B" to this report.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Rules, 2011 as amended, is annexed as "Annexure-C" to this report.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agree- ment, a detailed report on Corporate Governance is annexed as "Annexure-D" to this report.

The Statutory Auditors of your Company have examined the Company''s compliance with regulations and have certified the same as required under the Listing Agreement. The certificate is annexed as "Annexure-E" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, company performance, SWOT analysis, business outlook etc. is annexed as "Annexure-F" to this report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Ashok P. Hinduja was re-appointed as an Executive Chairman of the Company for the period of three years with effect from 1st October 2010. His tenure will be expiring on 30th September 2013. The Board of Directors in its meeting held on 16th May 2013 has recommended him for re-appointment as an Executive Chairman of the Company for a further period of five years with effect from 1st October 2013.

Ms. Vinoo Hinduja was appointed as an Additional Director by the Board on 30th October 2012. Being an Additional Director appointed by Board, her appointment as a Director would require approval of the shareholders as she would hold office upto the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. Prakash Shah and Mr. R. P. Chitale, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Dheeraj G. Hinduja, Director has resigned from the Board effective 26th October 2012. The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Dheeraj G. Hinduja during his tenure as director of the Company.

Mr. Ravi Mansukhani, Alternate Director to Mr. Dheeraj G. Hinduja ceased to be an Alternate Director due to resignation of Mr. Dheeraj G. Hinduja effective 26th October 2012 and appointed as an Alternate Director to Ms. Vinoo Hinduja with effect from 30th October 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2013 and of the profit of your Company for the year ended 31st March 2013;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s. ABK & Associates, Cost Accountants, Mumbai as the Cost Auditors under Section 233B of the Companies Act, 1956, for the audit of cost accounts for the Telecommunications Activity of the company for the financial year ended 31st March 2013.

Pursuant to the General Circular No. 43/2012 dated December 26, 2012 read with General Circular Nos. 18/2012 dated July 26, 2012 and 8/

2012 dated May 10, 2012 (as amended on June 29, 2012), the Ministry of Corporate Affairs has allowed the Companies concerned to file their Cost Audit reports for the Financial year 2012- 13 (including the reports relating to any previous year(s)) with the Central Government in the XBRL mode, within 180 days from the close of the company''s financial year to which the report relates. Accordingly the Cost Audit report for the financial year 2012-13 is due for filling with the Ministry of Corporate Affairs within 180 days (i.e. 27th September, 2013). Necessary action is being taken to file the Report as required.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends the appointment of the Auditors.

ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the Company''s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board

Place : Mumbai Ashok P. Hinduja

Date : 16th May, 2013 Executive Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Director's Report for the year ended 31st March 2012 and Twenty Seventh Annual Report of your company.

FINANCIAL RESULTS

(Rs. in million)

Consolidated Standalone

For the year ended 31st March 2012 2011 2012 2011

Total Income 5,630.46 4,752.92 901.10 834.78

Total Expenses 3,932.14 3,383.57 163.62 159.44

Profit before tax 1,698.32 1,369.35 737.48 675.34

Provision for tax (incl. deferred tax) 470.66 277.21 87.22 99.24

Profit after tax 1,227.66 1,092.14 650.26 576.10

Minority Interest 223.02 226.43 - -

Profit After Minority Interest 1,004.64 865.71 650.26 576.10

REVIEW OF FINANCIALS

After two consecutive years of more than 8.4% economic growth rates registered in the years 2009 & 2010, the business cyclic returned in the year 2012. The estimates of double digit growth rates by various economists proved at best estimated and the growth rate slowed down by 2.1% to register a growth rate of 6.9%. Though the growth rate has come down from near double digit growth to 6.5% - 7%, the good part is that India still remains a consumption story. The slowdown in economy was on account of efforts by RBI to contain inflation by increasing key rates which impact the cost of money. With the monetary easing now expected in coming quarters, the cost of money is expected to come back to lower levels. This is expected to bring growth rates back to double digit levels. In the back-drop of monetary tightening resulting in lower growth rates, your Company's performance was highly satisfactory.

On a consolidated basis your Company registered a growth of 18.46% in Income to reach Rs. 5,630.46 mn from Rs. 4,752.92 mn during the year. EBIDTA grew from Rs. 1,647.38 mn to Rs. 2,051.98 mn, registering a growth of 24.56%. Net Profit after Taxes and Minority grew from Rs. 865.71 mn to Rs. 1,004.64 mn, a growth of 16.05%. The Net Profit Rate growth was lower on account of taxes at Subsidiary levels, which lost tax shield on account of past losses. Taxes increased from Rs. 277.21 mn to Rs. 470.66 mn. The standalone results also continued its strong performance buoyed by Treasury gains. Total Income grew by 7.94% from Rs. 834.78 mn to Rs. 901.10 mn. Net Profit After Tax grew 12.87% from Rs. 576.10 mn to Rs. 650.26 mn.

DIVIDEND

Your Company believes in a balanced payout of Dividend to reward shareholders between future requirement of funds and performance of the Company. Considering strong performance of the Company, the Board is pleased to enhance Dividend payout from Rs. 12.50/- to Rs. 15/- (150% Dividend on face value of Rs. 10/- per Equity Share), an increase of 20% over previous years. Enhanced dividend payment will entail payout of Rs. 358.35 mn. The Dividend payout works out to 55.11% of current year earnings including Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 65.02 mn to the General Reserve as required under Transfer to General Reserve Rules and carry forward an amount of Rs. 4,249.96 mn as Balance in the Profit & Loss account.

REAL ESTATE

The real estate market exhibited a strong recovery and continued its buoyant journey. The value of the property owned by the company at Bangalore in the vicinity, as per the Government stamp duty ready reckoner rates now stands at Rs. 2.25 crores per acres. The value as per the current stamp duty value rates stands at Rs. 106.20 crores and an approximate market value of property is estimated at Rs. 143.31 crores. The Company owns 47.2 acres of real estate land at Bangalore. To complete the registration of title in the name of the Company, the Company has fled a suit for transfer of title. Post clearance of all the issues, the Company will take up development of the property.

INVESTMENTS

During the year under review, your Company has made an investment in Hinduja Leyland Finance Limited by acquiring 8.9% of equity of the company.

Your Company has also invested Rs. 250 mn in Hinduja Energy India Limited through its wholly owned subsidiary Grant Investrade Limited.

SUBSIDIARIES

Media:

IndusInd Media and Communications Limited (IMCL):

During the year, IMCL consolidated its operations by focusing on acquisitions made during the past years. The acquisitions made in the past have expanded the geography of IMCL to 34 centres now. The current year strong performance of IMCL refects the consolidation presented by its past acquisitions.

IMCL consolidated EBDITA for the year stood at Rs. 1,350.32 mn as against Rs. 1,108.20 mn registering a growth of 21.85 % in otherwise flat market conditions. Consolidated Total Income grew by 17.46% from Rs. 4,099.11 mn to Rs. 4,814.67 mn.

During the year, IMCL took majority stake in two more entities and grew organically in few other geographies. The total subsidiaries of IMCL now stand at 16 and one equal venture of 50:50% each. By virtue of majority holding by IMCL, these entities have become indirect subsidiaries of the Company.

IMCL is waiting on the cusp of digital revolution being ushered in by the Government's mandated policy of digitizing cable networks. The Digital Addressable System (DAS) is being introduced by the Government from 1st November 2012 in four phases for the entire country. This offers an unique opportunity for IMCL to make all its subscribers addressable and transparent and to improve its subscription revenues manifold. In the current year, as per mandatory digitization, the four metros are expected to go digital. IMCL has presence in three out of the four metros, excluding Chennai.

IMCL's reach as per estimates stands at 8.5 mn cable homes in 34 cities. IMCL’s target is to have around 10 mn digital addressable customers in next 4-5 years. This year IMCL also commenced the High Definition TV services (HD) in certain key markets and remains committed to its customers to bring out best of the technology breed for viewing through digital over cable networks. It now offers 380 digital channels under the brand name INDIGITAL, being the highest number of channels offered by any cable network.

New Value Added Services (VAS) in digital cable will also start this year. IMCL infrastructure is adequately geared up to meet the opportunity presented by mandatory DAS and is currently supported by 10,000 km of hybrid fibre optic cable network, which includes 2,000 km of underground fibre.

On the Broadband side, IMCL has deployed new technology of GEpon and EOC which provides bandwidth speeds of over 8 Mbps to 10 Mbps at affordable prices. This will put IMCL’s Broadband technology at par with telecom players. The services that will be supported include video multi-casting, Voice on Demand (VoD), high speed interactive gaming, audio and video conferencing, IP telephony, distance learning, etc.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR

The Media & Entertainment (M & E) industry is poised for a new digital growth. Every segment within the industry ecosystem is getting impacted by digitalization in a significant way. The Government's push towards digitalization and addressability for cable television by 2014 in the form of mandatory DAS is expected to provide an impetus to digital cable growth and transparent business models for corporate business houses in cable TV distribution.

Convergence between entertainment, information and telecommunication is increasingly impacting India's overall M & E sector. Significant advancement in media devices over the last decade ensures that the same content can now be accessed on a variety of media platforms. This implies that new business models and revenue streams, not only for content providers, but also for the distribution sector as well will be opened up. Cable TV distribution, especially MSOs will be one of the key winners and become very significant in the new media ecosystem in view of implementation of DAS.

The Rs. 270 bn Indian cable sector is the third largest in the world after China and US. The number of TV homes in India grew from ~120 mn in 2007 to ~148 mn TV homes currently. The TV viewing experience has changed a great deal over the last few years with the upcoming broadcasters producing differentiated and niche content like reality shows, food channels and more. The number of channels available has more than doubled to 800 plus channels, offering viewers more choice than they could ask for.

With a strong distribution networks spread across the country, cable and satellite has penetrated 92% of TV homes to reach 136 mn homes in 2011 at 16% CAGR (2007-2011). Total Cable & Satellite (C & S) homes are expected to reach 166 mn by 2015. Much of the growth will come from digital cable. Mandatory digitisation will provide a thrust to digital cable to increase its reach. The deep penetrated analogue reach will help digital cable operators capture this opportunity much faster. Digital cable subscriber base should witness 31% CAGR over 2012-2015. Broadband subscriber base will grow considerably led by bundled offering of digital cable with broadband.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided general exemption from Compliance of Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in the Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company's strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement, and the Chief Executive Officer’s declaration about the code of conduct are furnished in "Annexure-A" and "Annexure A-1" to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 during the year under review.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of "Annexure - B".

The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreements. The certificate is reproduced as "Annexure - C".

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as "Annexure - D".

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Ashok Mansukhani was appointed as an Additional Director by the Board on 30th April 2012. He will act as Executive Director to spearhead the finance and business of the Company and will be Whole-time Director of the Company. Being an Additional Director appointed by Board, his appointment as Director would require approval of the shareholders as he would hold office up to the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. R. P. Hinduja, Mr. D. G. Hinduja and Mr. Anil Harish, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Dilip Panjwani, Whole-time Director and Company Secretary has resigned from the Board effective 30th April 2012. The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Dilip Panjwani during his tenure as director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2012 and of the profit of your Company for the year ended 31st March 2012;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on an on going concern basis.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their appointment.

EMPLOYEES PARTICULARS

The Company does not have any employee drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Company's employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board

Ashok P. Hinduja Executive Chairman Place: Mumbai Date : 30th April 2012

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Mar 31, 2011

The Directors have pleasure in presenting the Directors Report for the year ended 31st March 2011 and Twenty Sixth Annual Report of your company.

FINANCIAL RESULTS

(Rs in million) Consolidated Standalone For the year ended 31st March 2011 2010 2011 2010

Total Income 4,752.92 4,017.11 834.78 804.90

Total Expenses 3,383.57 3,179.97 159.44 342.36

Profit before tax 1,369.35 837.14 675.34 462.54

Provision for tax (incl. deferred tax) 277.21 117.57 99.24 71.69

Profit after tax 1,092.14 719.57 576.10 390.85

Minority Interest 226.43 113.79 — —

Profit after Minority Interest 865.71 605.78 576.10 390.85

REVIEW OF FINANCIALS

The Indian economy returned to path of faster growth from a slow down witnessed in the year 2008 and thereafter the economy grew 9% approximately in 2009 & 2010. The economy is expected to register double-digit growth rates over next fi ve years as per estimates of Government. Though growth is expected to continue, the medium to long term challenge to the economy now comes from infl ation which is estimated to have touched 15% levels and is expected to continue to remain in the short term. Government has made efforts to contain infl ation through monetary measures such as increase in interest rates; however, monetary measures like increase in interest rates and constraining liquidity alone have not been able bring down infl ation to acceptable levels and this could become a major challenge to economy. As a policy measure, the Reserve Bank of India (RBI) has already sounded out that containing infl ation would be a priority over high growth rates in the economy in the short term. Given, the economic scenario of healthy growth rates and infl ation, the company continued to outperform and post healthy results.

Consolidated Income grew by 18.32% from Rs. 4,017.11 mn to Rs. 4,752.92 mn during the year. Consolidated EBIDTA grew from Rs. 1,089.06 mn to Rs. 1,691.68 mn a growth of 55.33%. This was achieved by containing cost, which grew by mere 6.40%. Net Profit After Taxes and Minority Interest grew by 42.90% from Rs. 605.78 mn to Rs. 865.71 mn. Profits grew slower than EBIDTA on account of higher taxes as company registered profitability setting off past losses. Taxes almost doubled from Rs. 117.57 mn to Rs. 277.21 mn as there were no more major tax incentives; however, the company and its material subsidiary continued to be subject to Minimum Alternate Tax.

On standalone basis, the Company posted excellent results. EBIDTA grew 47.36% from Rs. 473.94 mn to Rs. 698.38 mn. Net Profit After Tax grew 47.40% from Rs. 390.85 mn to Rs. 576.10 mn.

DIVIDEND

The Board is pleased to enhance Dividend payout from Rs. 10/- to Rs. 12.50/- (125% Dividend on face value of Rs. 10/- per Equity Share) an increase of 25% over previous years. Enhanced Dividend payment will entail payout of Rs. 298.63 mn. The Dividend payout works out to 51.84% of current year earnings including Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 57.61 mn to the General Reserve as required under Transfer to General Reserve Rules and carry forward an amount of Rs. 4,023.09 mn as Balance in Profit & Loss account.

REAL ESTATE

Your company has drawn up plan to develop the real estate piece of land with a developer. The land is situated within 10km of NH-7 and in the BIAPPA Zone, where the new International Airport has come up. The area is being developed as a high end residential villas with a development potential of 1.35 million square feet. The residential villas with a price of approximately Rs. 5,000/- per square feet, the development provides a potential of Rs. 675 crores of development at todays price. The Company has extended the option to develop the property with a developer for a further period of two years and the project is likely to take 3-5 years of time frame in two phases. With buyount market for high end villas, the development potential increases with increase in prices.

Similarly, IDL Speciality Chemicals Limited (IDL) a wholly owned subsidiary of the Company has acquired 4.75 acres of land at kukatpally in Hyderabad. Plans are being drawn up to monetise this piece of land as well. The land was acquired at Rs. 25.17 crores and the value has considerably appreciated since acquisition.

SCHEME OF AMALGAMATION

Your Company had applied for Telecom Licenses under the UASL policy of Government of India through a special purpose vehicle HTMT Telecom Private Limited (HTMT Telecom) in the year 2007. However, due to scarcity of spectrum the licenses were not allotted to all the applicants. In view of no licensees being awarded, the Company decided to merge its wholly owned subsidiary HTMT Telecom in the current year.

The necessary compliances for merger and the High Court order as required under Section 391 to 394 of the Companies Act, 1956 were completed during April 2011. Post all the compliances, HTMT Telecom now stands merged with the Company from the appointed date of 1st January 2011.

SUBSIDIARIES

Media:

IndusInd Media and Communications Limited (IMCL):

IMCL has in the year under review expanded through alliances, partnerships, strategic investments and joint ventures as part of the growth strategy for its business. IMCL added 8 more subsidiaries during the current year, taking the total subsidiaries to 15. IMCL has made 51% equity participation in these Companies and consolidated its holdings in some companies, which are in the cable business, with a view of expanding its presence in different regions of India. By virtue of acquisition of a majority holding by IMCL, these Companies have become indirect subsidiaries of the Company.

IMCL, the major media cable subsidiary of the Company continued its strong performance in the year under review. The performance of IMCL gets refl ected in the robust consolidated results of the Company. IMCLs performance stands out in contrast to its peers in the group over the last few years. The Media Segment reported EBIDTA of Rs. 1,210 mn as compared to Rs. 690 mn in the previous years. Consolidated Media Segment reported revenues of Rs. 4,099 mn. HVL effective stake in IMCL stands at 65.78%.

IMCL installed new digital head ends and now has digital services at 17 locations. IMCLs reach, as per estimates now stands at 8.5 mn cable homes in 28 cities. After enabling digital delivery of services, the focus would now shift to install set top boxes for consumption of digital and high definition services to all its customers. Due to digital initiative and technological innovation undertaken by IMCL, it has moved ahead of competition and can now deliver over 300 channels (including video and audio) in digital delivery network under the brand INDIGITAL. This is the highest number of channels serviced by any distribution platform currently in India.

IMCL infrastructure now spans over 10,000 km of hybrid fi bre optic cable network, which includes 2,000 km of underground fi bre, which is two ways enabled for exploiting triple-play.

FUTURE OUTLOOK – MEDIA & CABLE TV SECTOR

Last year the Indian Media & Entertainment (M & E) grew at 11%, which is higher than the economic growth rate of 8.6%. The M & E industry grew from Rs. 587 billion to Rs. 652 billion. In the year 2011, the M & E industry is expected to grow at 13% and reach Rs. 738 billion. As per Media Partners Asia estimates, M & E industry is expected to grow at a CAGR of 14% upto 2015 and reach Rs. 1,275 billion, surpassing the print industry to take number two slots in M & E industry. Television and Print would continue to dominate the industry though new technological innovations would also contribute to the growth of other sectors namely, gaming, digital advertising, VFX and animation.

On the Cable Television side, the industry continues remains highly fragmented with around 60,000 to 70,000 local cable operators and around 6,000 to 8,000 Independent Cable Operators, 6 national foot print Multi System Operators (MSOs) and several regional MSOs. This provides an adequate opportunity of growing the sector through consolidation. The industry is now witnessing visible signs of consolidation with smaller LCOs and ICOs joining the mainstream MSOs. Thus this sector offers ample opportunity for long-term growth. The industry is also now attracting institutional funding. IMCL itself attracted debt financing based on its cash fl ow without any additional recourse. However, the sector will require an estimated institutional funding of Rs. 500 to Rs. 600 billion in investments for capex and similar amounts towards consolidation.

The Cable TV penetration today is approximately 65% of cable and satellite homes which are at par with developed economies. However, the Indian Cable TV is characterized by very low declaration and absence of addressability resulting in low subscriptions and increased dependency on placement revenues. This results in slow investment in the sector. Mandatory digitization is perceived as an opportunity to bring discipline to the sector. Mandatory digitization and addressability will immediately attract a lot of investment and simultaneously offer Government an increased share of taxes. Government has accepted the recommendations of Telecom Regulatory Authority of India, the regulatory authority for cable industry, for mandatory digitization and addressability. This will make the sector more attractive and offer huge opportunity for unlocking value in the long run.

The Indian market landscape for TV viewers stands at 141 million TV homes today and is second only to USA and China. The huge market coupled with initiatives from Government and industry are shaping the opportunity for future to innovate and present the consumer in many ways for viewing content and experiencing content. This consolidation coupled with digitization is expected to push broadband into households and increase the share of cable broadband significantly.

Grant Investrade Limited (GIL):

GIL was formed as a special purpose vehicle for holding stake in IMCL along with Investors. GIL currently holds 6.13% stake in IMCL. Post exit of investor from GIL, it has become wholly owned subsidiary of HVL in the last year.

IDL Specialty Chemicals Limited (IDL):

IDL is a wholly owned subsidiary of company and has a valuable piece of land being 4.75 Acres at Kukatpally in Hyderabad. IDL purchased this land at Rs. 25.17 crores in the financial year 2010-11. IDL has plans to monetize this real estate piece of land. Besides IDL has portfolio of shares, IDL has some tax benefits of Rs. 69 crores in the form of brought forward losses which will be used appropriately for the upcoming business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided general exemption from Compliance of Sub- Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Companys strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Your Companys senior management members actively participate as speakers in seminars organised by industry, associations and Government forums or as members of taskforces and technical committees.

Brand building of the organization is being given further impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement, and Chief Executive Officers declaration about code of conduct are furnished in Annexure - A and A-1 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 during the year under review.

The details of foreign exchange earnings and outgo are given in Annexure - B to this report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of Annexure – D

The Statutory Auditors of your Company have examined the Companys compliance and have certifi ed the same as required under the listing agreements. The certificate is reproduced as Annexure - E.

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as Annexure - F.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Dilip Panjwani, who was manager under section 2(24) of the Companies Act, 1956 was elevated as Additional Director of the Company. He will act as Executive Director to spearhead finance and business of the Company and will be Whole Time Director of the Company. Being an Additional Director appointed by Board, his appointment as Director would require approval of shareholders as he would hold office upto the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. R. P. Chitale and Mr. H. C. Asher, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Prabal Banerjee, Director has resigned from the Board effective 7th December 2010. Mr. Srinivas Palakodeti, being Alternate to Mr. Prabal Banerjee also resigned from the Board effective 7th December 2010.

The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Prabal Banerjee and Mr. Srinivas Palakodeti during their tenure as directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2011, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2011 and of the profit of your Company for the year ended 31st March 2011;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their appointment.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended, form part of this report is annexed as Annexure - C.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Companys Employees, Customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

Annexure A To the Directors Report

Certificate in terms of Clause 49 of the Listing Agreement.

a. We have reviewed the financial statements and the cash fl ow statement for the year and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit Committee that there are;

i. no significant changes in internal control over financial reporting during the year;

ii. no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. no instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

Confirmation towards Code of Conduct:

I hereby confirm that all the Board Members and Senior Management Personnel have affirmed Compliance with the Code of Conduct for the year ending 31st March 2011.

Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy, Technology Absorption and Research and development are currently not applicable to the Company.

For and on behalf of the Board

Place : Mumbai Ashok P. Hinduja

Date : 10th May 2011 Executive Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the business and operating report for the year ended March 31, 2010 and Twenty Fifth Annual Report of your company.

FINANCIAL RESULTS

(Rs. in million) Consolidated Standalone For the year ended 31st March 2010 2009 2010 2009 Total income 4,017.11 3,459.98 804.90 586.68 Total expenses 3,179.97 2,772.94 342.36 107.46 Proft before tax 837.14 687.04 462.54 479.22 Provision for tax (incl. deferred tax) 117.57 129.80 71.68 149.14 Proft after tax 719.57 557.24 390.86 330.08 Share of Loss from Associates - 0.12 - - Minority Interest 113.79 89.40 - - Proft After Minority Interest 605.78 467.96 390.86 330.08

Review of financials

Year 2009-10 saw a signifcant improvement in the overall business environment in the Country, as India emerged from low growth period of 2008-09. The stock markets have recovered substantially from the lows of March 2009 and customer spending and advertising spending have recovered.

Your Company posted healthy results in Financial Year 2009-10 with the Consolidated Income growing by 16.10% from Rs. 3,459.98 mn to Rs. 4,017.11 mn Consolidated Profts after accounting for Taxes and Minority Interest grew by 29.44% from Rs. 467.96 mn to Rs. 605.78 mn The increase in revenues and profts was driven primarily by the growth of cable subsidiary of the Company viz IndusInd Media and Communications Limited (‘IMCL’).

On a standalone basis, the Company recorded excellent results with the total Income increasing by 37.19% from Rs. 586.68 mn to Rs. 804.90 mn and Proft After Taxes by 18.42% from Rs. 330.08 mn to Rs. 390.86 mn.

DIVIDEND

The Board is pleased to recommend Dividend payment of Rs. 10 per Equity Share (100% Dividend on face value of Rs.10 per Equity Share) for Financial Year 2009-10. The current year Dividend will result in payout of Rs. 239.70 mn including Dividend Distribution Tax representing 61.33% of the current year earnings.

TRANSFERR T0 RESERVES

As a result of dividend declaration, your Company proposes to transfer Rs. 39.09 mn to the General Reserve and carry forward an amount of Rs. 3,778.25 mn as Balance in the Profit and Loss account.

REAL ESTATE

While the overall business environment in the country has improved signifcantly, the real estate market continuous to be subdued. The Company continuous to hold its real estate property in Bangalore and is evaluating ways to optimize the utilisation of this valuable asset at an appropriate time post receipt of all clearances.

fibre optic cable network

During Financial Year 2009-10, the Company has invested in Media & Communications Infrastructure by laying 350 kms of Intra City Fibre Optic Network which is two way enabled. The Company expects to generate revenues from this network by leasing it to telecom companies, cable TV companies, internet service providers and other potential users.

subsidiaries:

(i) Grant investrade limited (Gil):

During the year, your Company has consolidated its stake in GIL from 51% to 100%. As a result, the Company’s effective stake in IMCL has increased from 62.78% to 65.78%.

(ii) IDL speciality chemicals limited (IDL):

During the year under review, the Company has purchased 100% equity shares of IDL. By virtue of the acquisition of the shares in IDL, IDL became wholly owned subsidiary of the Company.

(iii) HTMT Telecom private limited (HTPL):

The Company continues to hold 100% stake in HTPL. The Company awaits appropriate opportunity to enter telecom sector.

Directors’ Report

(iv) Media:

indusind Media and communications limited (IMCL):

IMCL, the Cable Subsidiary of the Company, along with its Joint Ventures and subsidiaries continued its strong performance during Financial Year 2009-10. While most of the other Multi Systems Operator (MSOs) have reported net losses, IMCL has out-performed its peers by reporting net proft for the last few years. Consolidated EBIDTA of IMCL for the year was Rs. 690.17 mn on Total Income of Rs. 3,285.97 mn. Consolidated Net Proft for the year grew from Rs. 245.82 mn to Rs. 326.58 mn.

With a view to providing focus on the core activity of distribution of cable television and Broadband internet services, IMCL has demerged its content business comprising the movie library, CVO Channel etc. into IN Entertainment (India) Limited (‘IEIL’), an associate of IMCL.

IMCL now has a reach of approximately 8 mn cable homes for its Analogue cable television services (INCABLENET). IMCL has over 6,700 kms of Hybrid Fiber Optic Cable, of which 80% is two way enabled to the nodes. It is spread over 27 cities which include major metros, like Mumbai, Thane, Delhi, NOIDA, Bangalore, Ahmedabad, Vadodra, Belgaum and others, having signifcant weightage in television rating measurement studies.

IMCL’s digital cable service (Indigital) provides around 240 channels (including Radio/Audio Channels). This is the highest number of channels provided by any digital cable distribution platform in India.

IMCL’s foray into other cities has provided impetus for cable digitalization and expansion. The Company has installed over 400,000 digital set top boxes in Conditional Access System (CAS) areas as well as non CAS areas. It has already established eight digital Headends in India, covering about 12 cities, including key metro cities.

IMCL is one of India’s largest independent MSO, with a triple play Platform through Cable. IMCL also has a nationwide Internet Service Provider (ISP) license and is an active Grade 1 ISP player in the Indian Market, providing broadband services (IN2CABLE) and bandwidth to both corporate and retail customers.

IMCL’s associate company “Planet E-Shop Holdings (India) Limited (“PES”)” has received permission (from Government of India) for downlinking Foreign Channels for exclusive Distribution and Marketing Rights. Currently PES is distributing/ marketing few channels in selected areas in both commercial and retail.

Scheme of Arrangement:

IMCL entered into Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 with IN Entertainment (India) Limited (IEIL), an associate company for transferring its content division for a consideration of Rs. 84.46 mn in the form of 84,46,120, 7% Cumulative preference shares of Rs. 10/- each of IEIL.

The scheme of arrangement as filed by IMCL was sanctioned by the Honorable High Court of Judicature at Bombay on 26th March 2010.

FUTURE OUTLOOK – MEDIA SECTOR:

As per the report of Media Partners Associates (MPA) 2010, as of end 2009, out of the estimated 220 mn homes in India, around 60% i.e. 134 mn homes have TV sets. Of the 134 mn TV homes, around 65% have Cable TV (analog and digital).

MPA estimates that the Cable TV homes would grow at around 2% per annum to around 110 mn homes by 2020. Digital Cable is estimated to grow at around 23% per annum and is expected to touch around 29 mn homes by 2020. This rapid growth in digital cable homes will increase share of digital cable from around 3% in 2009 to around 26% in 2020.

Analog Cable TV can deliver a maximum of 100 television channels. The number of channels available in India has increased from around 120 in 2003 to over 500 in 2010. This growth has been through launch of regional channels, news channels and niche channels. Availability of a larger number of channels, alongwith better picture quality, choice of audio tracks, electronic programme guides and value added services are expected to be the major drivers for digital cable.

Cable TV would need to face the challenges posed by the alternate digital delivery platforms such as DTH, IP T V, Mobile TV etc. The ability of digital cable TV to deliver services at affordable rates and prompt customer care through local cable operators would be key advantages the digital cable would have over alternate delivery platforms.

Through digitizing and building two way networks, Multi System Operators (MSOs) can also deliver broadband television services. As on 31st March 2010, India has around 8.75 mn broadband (speed of more than 256 Kbps) subscribers. Cable modem subscribers account for a mere 0.485 mn subscribers i.e. a mere 5%. Thus there exists enormous potential for growth of broadband services.

The Government of India is considering various options for phasing out analog cable television services to pave way for digital cable television services apart from measures such as extending the CAS regime to other parts of metros and other cities.

According to MPA, the Cable TV subscription business has been estimated at US$ 3.6 bn in 2009 which is expected to touch US$ 7.7 bn by 2020. The cable television industry is highly fragmented with majority of the homes serviced by local cable operators and Independent System Operators (ISOs).

Growth of digital cable and broadband internet services would require signifcant amounts of capital and management expertise. The profle of the cable television industry is expected to change signifcantly in the coming years through the consolidation of the local cable television operators and ISOs.

IMCLS FUTURE PLAN FOR GROWTH:

Cable TV and Broadband – To increase Digital, Internet & VoIP customer base:

The cable television industry has been undergoing rapid changes with more competition from existing and new players, consolidation and regulatory recommendations for an orderly and transparent system. All these industry dynamics are expected to beneft IMCL in the long run.

IMCL plans to continue to expand into key Tier II cities for its analog and digital services. IMCL proposes to continue making its investments in intra city fbre networks in order to have a robust backbone for delivering its services. In order to have a pan India footprint, IMCL is examining options such as Headend in the Sky (HITS) and building/lease inter-city fbre.

IMCL has the capability to provide IP to IP (Internet Protocol to Internet Protocol) calls within the country and IP to PSTN/ PLMN (Public Switched Telephone Network / Public Land Mobile Network) lines internationally.

Increased Average Revenue Per User (ARPU) plan:

IMCL is planning an increased ARPU for digital homes by providing value added services eg. Video on Demand and Pay Per view, Games, Oline Shopping and other interactive services. The Broadband connectivity increase will also help IMCL to open up other revenue streams.

CONSOLIDATED ACCOUNTS

IMCL has in the year under review expanded through alliances, partnerships, strategic investments and joint ventures as part of the growth strategy for its business. IMCL has made 51% equity participation in some Companies and consolidated its holdings in a couple of companies, which are in the cable business, in view of expanding its presence in different regions of India. By virtue of acquisition of a majority holding by IMCL, these Companies have become indirect subsidiaries of the Company.

The Company has been granted exemption from attaching the fInancial statements of the subsidiary companies in the annual report of the Company for the Financial Year 2009-10 under Section 212(8) of the Companies Act, 1956. A statement of summarized financials of all subsidiaries of the Company, forms part of this report.

Information in respect of the subsidiary companies of the Company will be made available to members on request.

COMMUNICATION AND PUBLIC RELATION

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and fInancial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Your Company’s senior management members actively participate as speakers in seminars organised by industry associations and Government forums or as members of taskforces and technical committees.

Parallely, internal communication and brand building within the organization is being given further impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER(CEO) AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Offcer Certifcation as required under clause 49 of the Listing Agreement, and Chief Executive Offcer (CEO) declaration about code of conduct are furnished in Annexure-A and A-1 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the year under review in respect of Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956.

There are Foreign Exchange earnings, however there is no outgo of foreign exchange during the year. The details are given in Annexure-B to this report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of Annexure–C.

The Statutory Auditors of your Company have examined the Company’s compliance and have certifed the same as required under the listing agreements. The certifcate is reproduced as Annexure-D.

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as Annexure-E.

EMPLOYEE STOCK OPTION PLAN (ESOPS)

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of The ESOP plan ‘Hinduja TMT Ltd. Employees Stock Option Plan 2001’ (the “plan”) are given in Annexure – F to this report.

The Company has not granted any fresh ESOPs during the year.

The exercise period for the ESOPs granted in the two tranches has lapsed during the year, accordingly the Scheme of ESOPs stands completed.

FIXED DEPOSITS

Your Company has not accepted any fxed deposits from the public and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Prakash Shah and Mr. Prabal Banerjee, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Srinivas Palakodeti was appointed as an Alternate Director to Mr. Prabal Banerjee with effect from 1st February 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confrm that:

i) in the preparation of annual accounts for year ending 31st March 2010, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2010 and of the proft of your Company for the year ended 31st March 2010;

iii) Proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of your Company and retiring auditors in view of other commitments have expressed their unwillingness to be re-apponted at the ensuing Annual

General Meeting. Your Board has placed on record its appreciation for invaluable guidance and immense support extended by M/s. Price Waterhouse, Chartered Accountants over the years as Statutory Auditors of the Company.

Your Company has received a letter from M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai showing interest to be appointed as the Statutory Auditors of the Company.

The Audit Committee has recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai as Statutory Auditors of the Company. Your Board recommends their appointment, subject to approval of shareholders. The resolution for appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai as Statutory Auditors in place of the retiring Auditors will be placed before the shareholders at the ensuing Annual General Meeting. If approved, their appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report. However, in accordance with the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information. Members interested in obtaining the said information may write to the Company Secretary at the registered offce of the Company.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank to the Company’s emplyees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board Place : Mumbai A. P. Hinduja Date : 11th June 2010 Executive Chairman