Dear Shareholders,

It gives me pleasure to communicate with you, our esteemed shareholder family, about the performance of your Company for the year and our journey going forward.

A significant part of your Company's investments is in the media sector through its investment in IndusInd Media & Communications Limited (IMCL), a subsidiary of your Company. IMCL is the only integrated digital platform operator (DPO) with delivery via digital cable, satellite ("HITS").

As this segment has seen a significant positive structural transformation, I would like to give you my thoughts on the immense opportunity in the media sector and how your Company intends growing in this segment and creating value for the Company and its shareholders.

Media and Entertainment Sector

As far as the Media & Entertainment sector in India is concerned in 2018, it reached a size of INR 1.67 trillion, witnessing a growth of 13.4% over 2017. As per the FICCI-EY Report for 2019, the sector is expected to cross INR 2.35 trillion by 2021 at a Compound Annual Growth Rate ("CAGR") of 12%. In the distribution sector, Cable TV still dominates the distribution of TV channels in the country through MSOs and LCOs which increased from Rs. 91,810 Crore in 2013 to Rs. 1,67,500 Crore in 2018, a growth of 82.44%.

New Tariff Order

The Telecom Regulatory Authority of India (TRAI) notified a New Tariff Order (NTO) which is a new Regulatory Framework for the Pay TV industry in India which became effective from February 1, 2019 after a round of litigation right up to the Supreme Court.

The NTO heralds a new era for the TV Channel Distribution Industry and brings in the much-needed transparency and equitable distribution of economic benefits in the Industry by:

• Bringing in a MRP regime wherein broadcaster television channels are priced the same across all formats of distribution platforms (viz. digital cable, direct to home, Headend-in-the-Sky or IPTV)- unlike in the past, where there could be different prices offered to different platforms;
• Facilitating consumers to pay for only the channels they subscribe to, as against a forced fixed charge for all channels without any choice;
• Mandating a minimum assured distribution fee to the distribution platforms like IMCL from the Broadcasters;
• The NTO brings in a new regime that largely benefits Digital Platform Operators (or DPOs) like IMCL to retain an operating margin as against the previous model wherein IMCL was effectively subsidizing the broadcaster costs to the consumers.

IMCL Leader in NTO Implementation

The successful implementation of the New Tariff Order by IMCL while simultaneously ensuring that there is least disruption to customer service has been very well recognized by the industry and all its stakeholders. In appreciation of this, IMCL has won two prestigious awards at the annual BCS Ratna Awards- "Best NTO Implementation by a DPO" and "Best LCO and Consumer management services." TRAI the Regulator has also acknowledged the seminal role played by IMCL in successfully transitioning to the new consumer friendly regime.

Stellar turnaround in IMCL performance

During the year gone by in 2018-19, the NXT Digital and IN Digital - distribution platforms of IMCL have taken giant strides not only in terms of the subscriber base but also in terms of its subscription revenue. While the subscription revenue grew by 11%, there was an increase in the subscriber base by 10% over FY 2018.

IMCL along with its subsidiary companies have an active subscriber base of 5.1 million. This is expected to grow substantially in the coming years. With all these positive developments, IMCL is expected to return a positive Profit after Tax in the years ahead.

Impact of new Indian Accounting Standards (IND AS)

Your Company has been facing challenges in the regulatory environment due to mandatory resort to IND AS. While operationally on a standalone basis your Company has not made any losses, the loss reported this year is due to the (new) method of accounting prescribed under the new Indian Accounting Standards (IND AS) whereby all the unrealized gains arising out of the 'mark to market' gain adjustments carried out on Financial Assets held by your Company as on the date of transition to IND AS have been added to "Reserves".

The subsequent 'mark to market' adjustments have necessarily been made to the Profit & Loss Account and not to the Reserves.

Your Company continues to have a strong net worth, which as on March 31, 2019 was Rs. 1968.58 Crores.

Future Outlook

Increasing long term shareholder value continues to be a prime objective and your Company will keep evaluating assorted opportunities to invest and grow.

Since the last 24 years, owing to regulatory headwinds, your Company did not get an opportunity to give commensurate value to the shareholders on the media investment.

Now, with the successful implementation of the New Tariff Order, the Company is confident of significantly improved performance in the media business segment, which is substantiated by the operating results of the quarter ending March 31,2019 and will be maintained in future quarters.

The Board of Directors of your Company at its meeting held on August 12, 2019 have accorded in principle approval for reorganization of the Media and Communications undertaking of IndusInd Media & Communications Limited ("IMCL") into NXTDIGITAL Limited (formerly known as Hinduja Ventures Limited) subject to all statutory/regulatory approvals and approval of the esteemed shareholders.

Expansion of the business by leveraging technology and partnerships will be a key focus of the media business.

On Completion of reorganisation, HVL will transit from a holding Company to an operating Media Company, resulting in substantial value unlocking.

In view of the above, your Company's name will be suitably changed to reflect the focus on the Media business.

There will be an emphasis on debt reduction by dilution of its non-Media investments with the aim of the Company becoming debt free in the near future.

Corporate Social Responsibility

The Hinduja Foundation is the implementing agency for Rural Development Projects and programs mandated by the Company as part of its CSR projects under section 135 of the Companies Act 2013. Hinduja Foundation's Sustainable Rural Development Project in Jawahar taluka, District Palghar of North West Maharashtra was awarded 'Project of the Year 2017-18' at the 'India CSR Summit 2018' in New Delhi on September 24, 2018.

The awards were presented by Shri Anant Kumar Hegde, Minister of State for Skill Development and Entrepreneurship, Government of India and by Dr. Satya Pal Singh, Minister of State for Human Resource Development and Minister of State for Water Resources, River Development and Ganga Rejuvenation, Government of India. Ambassador Prakash Shah, Honorary President, Hinduja Foundation was present at the occasion and he addressed the Summit.

The CSR initiative has improved the quality of life through income generation and by transforming the villages with enhanced healthcare facilities, livelihood interventions, water resource management, purposeful educational upliftment, empowerment of women and development of the village infrastructure. Over 6,000 tribal households with 30,000 people will benefit from this program and nearly 4,000 school children are gaining enhanced educational inputs.

For the financial year 2018-19, your Company has further contributed Rs. 2.04 Crores to Hinduja Foundation towards its Rural Development and Rural Educational Programme in Jawahar Taluka, Palghar District, Maharashtra.

Conclusion.

I would like to place on record my sincere appreciation of your unstinted support to the Company. I would also like to thank the Directors, Management and Employees for the good performance registered.

Also, my thanks go out to our Bankers, Auditors and Advisors for their help and guidance during the year to maintain the highest standards of corporate governance, a top priority for the group.