Hindustan Media Ventures Ltd

Hindustan Media Ventures Ltd trading window closed from 30 September 2026 until 48 hours after the declaration of UFRs for the quarter and half year ending 30 September 2026

AGM details

• AGM held on 24 September 2026 at 11:00 IST via VC/OAVM.
• Cut-off date for voting rights: 17 September 2026.
• Shareholders on cut-off: 15,769.
• Remote e-voting period: 21–23 September 2026.
• Venue voting conducted at AGM; results available on company website.

Key resolutions

• Adoption of audited standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Shri Priyavrat Bhartia as Director by rotation.

Voting results

• Resolution 1 passed with 99.9935% in favour; 0.0065% against; no abstentions.
• Resolution 2 passed with 99.9934% in favour; 0.0066% against; no abstentions.

Dividend

• No dividend proposed or declared.

Director changes

• Priyavrat Bhartia appointed as Director; retires by rotation and re-appointment approved.

Auditors

• No auditor appointments or changes disclosed.

Related party transactions

• No material related party transactions approved.

Other material approvals

• No other material approvals announced.

AGM Details

• AGM held 24 September 2026 at 11:00 AM IST via VC/OAVM.
• Attendance: 50 Members via VC.
• Meeting concluded at 11:26 AM IST.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for year ended 31 March 2026.
• Appointment of Shri Priyavrat Bhartia as Director, retiring by rotation, for re-appointment.

Voting

• Voting conducted via remote e-voting and venue voting; results to be declared within the prescribed time.

Target & deal overview

• Target: Assetgro Fintech Private Limited ('StockGro'), fintech platform for investment advisory in India.
• Last three-year turnover: FY26 Rs 231.10 Cr; FY25 Rs 125.51 Cr; FY24 Rs 99 Cr.
• Not a related party transaction; no promoter/group interest.
• Industry: Fintech.

Transaction terms

• Form of consideration: OCDs converted into equity shares.
• OCDs converted: 8,708 into 16,02,011 equity shares.
• Cost of acquisition: Rs 85 crore.
• Percentage acquired: 2.48% of StockGro equity.
• Completion date: 8 September 2026 for OCD conversion.

Strategic rationale

• Purpose: investment for capital return leveraging HMVL's media assets.
• Outside HMVL's main line of business.

Target background

• StockGro is India's fintech platform for investment advisory via RA/RIAs marketplace.
• Presence: India.

Regulatory & approvals

• Regulatory approvals: Not applicable.

AGM notice and AR access

• AGM (16th post-IPO) on 24 September 2026 via VC/OAVM.
• Annual Report FY 2025-26 available on HMVL website; notices sent for non-registered emails.
• Direct links to AGM Notice PDF and Annual Report PDF provided to shareholders.
• Access path: www.hmvl.in > Investor Relations > Disclosure > Annual Report.
• Update email address via DP or hmvlinvestor@livehindustan.com / einward.ris@kfintech.com.
• Cut-off date for email registration: August 26, 2026.
• Letters dispatched to those with unregistered emails; links included.
• Documents hosted on company website; promotes green initiative.

Standalone financial snapshot

• FY26 standalone revenue: INR 82,997 lakh, up from INR 81,141 lakh.
• EBITDA from continuing operations: INR 20,273 lakh; EBITDA margin ~24.5%.
• PAT from continuing operations: INR 14,245 lakh; EPS 19.34.
• Dividend not declared for FY26.
• Net cash from operating activities: INR 7,263 lakh.
• Debt at year-end: INR 8,099 lakh; standalone gearing ~5.14%.
• Total assets: INR 2,48,044 lakh; total equity: INR 1,58,741 lakh.

Consolidated performance and OTT discontinuation

• Consolidated revenue: INR 83,141 lakh; EBITDA: INR 20,410 lakh; PBT: INR 16,262 lakh.
• OTTplay discontinued; revenue from OTTplay: INR 9,664 lakh; loss after tax from discontinued ops: INR (9,239) lakh.
• Total consolidated comprehensive income: INR 5,308 lakh.
• Dividend not declared by the Group for FY26.
• Book-ended by continued print focus and portfolio simplification.

Capital structure and liquidity

• Standalone borrowings: INR 8,099 lakh; gearing 5.14%.
• Consolidated borrowings: INR 6,627 lakh; gearing 4.18%.
• Net capital employed (standalone): INR 1,57,534 lakh; debt-to-equity moderate.
• Positive working capital position; liquidity adequate to meet near-term obligations.

Governance and management changes

• Priyavrat Bhartia (DIN 00020603) offered for re-appointment at AGM; retire-by-rotation.
• Shri Manhar Kapoor resigned as NEDN from Feb 28, 2026.
• Smt. Ruchira Kamboj appointed as Independent Director from Apr 21, 2025.
• Shri Sameer Singh appointed Managing Director from Mar 1, 2026; remuneration approved by postal ballot on Mar 5, 2026.
• Board comprises eight directors; two Women Independents; strong governance framework.

Audit, risk management and controls

• Statutory auditors: S.R. Batliboi & Co. LLP; no qualifications reported.
• Secretarial auditor: Malavika Bansal; no qualifications reported.
• Robust internal controls, ERP system, and revenue assurance function.
• Material related party transactions with HT Digital Streams Limited disclosed; arms-length terms.
• Whistleblower mechanism with board oversight; no material concerns reported.

CSR and ESG disclosures

• CSR expenditure was not required for FY26 due to average net losses over the preceding three years.
• CSR policy and committee details disclosed on company website; CSR annual report annexed.

Outlook and sector dynamics

• Print remains core; digital growth driven by events and advertising.
• Indian M&E to grow through 2026-27; AI adoption to reshape industry.
• Volatile newsprint costs; diversified vendor base to mitigate input risks.

Financial Performance

• Consolidated revenue rose 15% YoY to INR 497 crore.
• EBITDA increased to INR 90 crore with 12ppt margin expansion.
• PAT rose to INR 47 crore; PAT margin 9%.
• Net cash position stood at INR 922 crore.

Segment Trends

• Print revenue INR 376 crore, up 16%; ad INR 295 crore; circulation INR 52 crore flat.
• English Print: ad revenue INR 156 crore; circulation INR 13 crore.
• Hindi Print: ad revenue INR 139 crore; circulation flat.
• Radio topline flat; EBITDA negative INR 3 crore.
• Digital revenue down ~28%; EBITDA negative INR 3 crore; margin -12%.

Liquidity and Capital Structure

• Consolidated net cash position at HT Media level INR 922 crore; no split HMVL vs HT Media.
• Preferential issue discussed; pricing governed by SEBI formula; faster fundraising.
• Debt expected to retire 30%-50% after infusion; EPS and coverage likely to improve.
• HMVL cash to be deployed per its Board; HT Media and DCL to pursue debt reduction.

Q&A Highlights

• Profitability improved after shutting down loss-making verticals; trend likely to sustain.
• Preferential issue valued for faster funding and debt retirement; raises certainty of capital.
• Other income jumped to about INR 20 crore due to treasury gains and asset sales.
• Newsprint costs remain the main driver; prices may peak/plateau with USD impact.
• Print margins depend on yield and pricing; circulation volumes held steady.
• Cost efficiency and right-sizing cited as drivers of lower expenses across the group.

Outlook and Guidance

• Management stated no formal revenue or earnings guidance for now.
• Board-approved preferential issue expected to strengthen capital structure and reduce debt.

Risks and Watchpoints

• High newsprint prices and USD volatility could pressure Print margins.
• Government vs commercial revenue mix; government rates impact cycles.
• Capital-structure changes via preferential issue introduce execution and dilution considerations.

Target and deal overview

• RD Retail India Private Limited, a Delhi-based B2B FMCG marketplace serving retailers in Delhi-NCR.
• Last 3 years' turnover: FY25 Rs 77.28 crore; FY24 Rs 59.04 crore; FY23 Rs 68.19 crore.
• Acquisition is not a related-party transaction; no promoter or group interest.
• Industry: FMCG.
• Purpose: invest for capital return and leverage acquirer's media assets.
• Regulatory approvals: Not Applicable.
• Indicative timeline: conversion of warrants into equity shares.
• Consideration: cash; Rs 32.5 crore.
• Shareholding acquired: approximately 3.8% of RD Retail.
• Target background: incorporated 2012; HQ Delhi; B2B FMCG marketplace serving Delhi-NCR.