H T Media Ltd Directors Report

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing under the Management Discussion and Analysis section, which forms part of this Report.

SCHEME OF ARRANGEMENT

Honble National Company Law Tribunal (NCLT), New Delhi Bench has approved merger of HT Mobile Solutions Ltd. (transferor entity) with HT Media Ltd. (the Company) vide its Order dated December 03, 2024. The Certified True Copy (CTC) of the order was received on December 16, 2024. The order of the scheme was effective upon filing of CTC with Ministry of Corporate Affairs i.e. December 21, 2024. Accordingly, in terms of the scheme, the scheme has become effective from April 01, 2020 (Appointed Date).

Pursuant to merger, the Authorised Share Capital of the Company has been increased from H 72,50,00,000 to H 625,90,00,000 and the total Paid-up Equity Share Capital of the Company has been increased to 23,27,73,149 equity shares of H 2 each amounting to H 46,55,46,298. The new shares allotted consequent to merger (24,835 equity shares) are listed on the Stock Exchanges (i.e. NSE Limited and BSE Limited).

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The Company has constituted a Risk Management Committee of Directors which reviews the identified risks and appropriateness of managements response to significant risks. The details of Risk Management Committee are given in the Corporate Governance Report which forms part of this Annual Report. A detailed statement indicating development and implementation of a Risk Management Policy of the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.

EMPLOYEE STOCK OPTION SCHEME

The Companys “HTML Employee Stock Option Scheme - 2009” (‘HTML ESOS 2009) whereunder the Eligible Employees are entitled to grant of option(s) in relation to the Companys shares, is in compliance with the SEBI

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”) and there was no change in the same during FY-25. Further, during the year under review, no options were granted, vested, exercised or cancelled (each option representing one equity share of ? 2/- each) under ‘HTML ESOS 2009.

DEPOSITORY SYSTEM

The Companys equity shares are compulsorily tradeable in electronic form. As on March 31, 2025, 99.99% of the Companys total paid-up capital representing 23,27,37,135 equity shares are in dematerialized form.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company has six (6) direct subsidiary Companies namely, Hindustan Media Ventures Limited, Next Mediaworks Limited, Next Radio Limited, HT Music and Entertainment Company Limited, Mosaic Media Ventures Private Limited & HT Overseas Pte. Ltd.; one (1) indirect subsidiary Company namely HT Noida (Company) Limited and one (1) associate Company HT Content Studio LLP.

Post conversion of loan provided to Next Radio Limited by the Company into Equity, in accordance with regulatory approvals, Next Radio Limited has become a direct subsidiary of the Company (rather than being a step-down subsidiary) w.e.f. February 7, 2025. Effective holding % of the Company in Next Radio Limited has increased from 74.81% to 93.37%. The Company holds 86.47% equity stake in Next Radio Limited directly and 13.53% equity stake is held directly by Next Mediaworks Limited. Accordingly, non-controlling interest in NRL has reduced from 25.19% to 6.63% w.e.f. February 7, 2025.

Further, during the period under review, HT Mobile Solutions Limited ceased to be the subsidiary of the Company effective December 21, 2024 pursuant to the scheme of amalgamation sanctioned by Honble National

Company Law Tribunal, New Delhi Bench (NCLT) vide its order dated December 03, 2024.

Your Company does not have any joint venture Company within the meaning of Section 2(6) of the Act during the year under review.

The contribution of subsidiary/ associate/ joint ventures Companies to the overall performance of your Company is outlined in note no. 49 of the Consolidated Financial Statements for the financial year ended March 31, 2025.

Other than as mentioned above, no other subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board, based on the recommendation of Nomination and Remuneration Committee, and after considering the experience of Shri Manhar Kapoor (DIN: 06553730) accorded its approval to appoint him as an Additional Director (Whole-time Director) of the Company w.e.f. May 20, 2025 for a period of three (3) years, which was regularised/approved by the Members via postal ballot on June 30, 2025.

In accordance with the provisions of the Act, Shri Shamit Bhartia (DIN: 00020623) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Directors commends the re-appointment of Shri Shamit Bhartia, for approval of the Members, at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2) with respect to proposed re-appointment of Director are given in the Notice of ensuing AGM, forming part of this Annual Report.

Shri Praveen Someshwar (DIN: 01802656) has ceased to be the Managing Director & Chief Executive Officer of the Company w.e.f. February 28, 2025.

The Independent Directors of the Company have confirmed the following:

a. they meet the criteria of independence as prescribed under both, the Act and SEBI Listing Regulations;

b. they abide by the Code of Independent Directors as provided in the Schedule IV to the Act; and

c. they have registered themselves on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directo rs ofthe Company and also they hold highest stan dards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Your Company acknowledges the importance of Board diversity in fostering rich discussions and ensuring comprehensive evaluation of key matters presented before the Board. In line with this commitment, the Board comprises Directors with diverse backgrounds and expertise. Further, in compliance with Section 149(1) of the Companies Act, 2013, your Company has appointed a Woman Independent Director on its Board.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders expectations. This is aimed at enhancing the organizations brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Companys ‘Code of Conduct.

KEY MANAGERIAL PERSONNEL (KMP)

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

In terms of Section 203 of the Act, the KMPs of the Company as on March 31, 2025 are Shri Sameer Singh, Group Chief Executive Officer, Shri Piyush Gupta, Group Chief Financial Officer and Shri Manhar Kapoor, Group General Counsel and Company Secretary. Shri Manhar Kapoor was also appointed as Whole Time Director of the Company w.e.f. May 20, 2025.

PERFORMANCE EVALUATION

In line with the requirements under the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance, and that of its Committees, Directors and the Chairperson.

Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Committees, Directors and the Chairperson.

The Directors were evaluated on various parameters such as value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which includes risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of Companys business/ activities, amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and the Board of Directors at their respective meetings. On the basis of outcome of evaluation questionnaire and discussion of the Board, the performance of the Board and its Committees, Directors (including Independent Directors) and Chairperson has been assessed as satisfactory.

A separate meeting of Independent Directors was also held to review:

• Performance of the Non - Independent Directors and the Board as a whole.

• Performance of the Chairperson of the Company considering the views of the Directors of the Company.

• Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS Statutory Auditor

M/s B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (“B S R”) were appointed as Statutory Auditors of the Company, for a term of five (5) consecutive years, at the AGM held on September 26, 2019. The term of the Statutory Auditors has expired on the conclusion of 22^nd AGM of the Company held on September 27, 2024.

Accordingly, after evaluation of M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), (“SRB”), on various criteria viz. competency, technical capability, approach on transition, overall audit approach, sector expertise and understanding of the business of the Company, the shareholders on the recommendation of Audit Committee and Board of Directors, have approved the appointment of SRB as Statutory Auditors of the Company, in accordance with the provisions of Section 139 of the Companies Act, 2013, for a term of 5 (five) consecutive years to hold office from the conclusion of 22^nd AGM till the conclusion of 27^th AGM of the Company to be held in the calendar year 2029.

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

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Shri N.C. Khanna, Company Secretary-inPractice (C.P. No. 5143) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended on March 31, 2025. Secretarial Audit Report of the Company for FY-25 is annexed herewith as “Annexure - A” and the report does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of the Regulation 24A of SEBI Listing Regulations the Board has recommended appointment of Shri N.C. Khanna, Company Secretary-in-Practice (C.P. No. 5143) as Secretarial Auditor, for a period of 5 years w.e.f. FY 2026, for approval of the Members, at the ensuing AGM.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, and on the recommendation of Audit Committee, the Board of Directors had re-appointed Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 000019) as Cost Auditor to carry out cost audit of records maintained by the Company in relation to its FM Radio business for the financial year ended on March 31, 2025. The Cost Audit Report has been placed before the meeting of Audit Committee and Board of Directors held on August 05, 2025 and report does not contain any qualification, reservation, adverse remark or disclaimer.

In compliance with the provisions of Section 148 of the Act, the Company has prepared and maintained its cost records for the financial year 2024-25.

RELATED PARTY TRANSACTIONS

Reference of Members is invited to note nos. 36 and 36A of the Standalone Financial Statements, which sets out the related party disclosures as per IND AS-24.

DEBENTURES

The Company had issued 5.70% Non-Convertible Debentures (NCDs) of face value of INR 9,600 Lakhs under private placement (listed on BSE limited) in the year ended March 31, 2022, out of which INR 3,200 Lakhs were outstanding as at March 31, 2024 and the same got redeemed on December 31, 2024. During the year under review, the Company has not allotted any fresh NCDs and there are no outstanding NCDs as on March 31, 2025.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities. However, the Annual Report on CSR for FY-25 is annexed herewith as “Annexure - B” as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

i. in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures;

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

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

vi. systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/ security given: Details of investments made and loans/ guarantees /security given, as applicable, are given in the note nos. 6A, 6B, 35 & 47 of the Standalone Financial Statements.

Board Meetings: Yearly calendar of Board Meetings was prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2025, the Board met five times on May 8, 2024, July 26, 2024, October 29, 2024, January 11, 2025 and February 04, 2025. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board: At present, seven standing Committees of the Board of Directors are in place viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, Corporate Social

Responsibility Committee, Banking & Finance Committee and Investment Committee. During the year under review, recommendations of these Committees if any, were accepted by the Board. For further details of the Committees of the Board, Members may please refer ‘Report on Corporate Governance which forms part of this Annual Report.

Particulars of employees and related disclosures: In

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure - C”.

Conservation of energy, technology absorption and foreign exchange earnings & outgo: The information on conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed herewith as “Annexure - D”.

CORPORATE GOVERNANCE:

The report on Corporate Governance in terms of the SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Company Secretary-in-Practice confirming the conditions of corporate governance is annexed herewith as “Annexure - E”.

SECRETARIAL STANDARDS

During the year under review, Secretarial Standards (i.e. SS-1 and SS-2) relating to ‘Meetings of the Board of Directors and ‘General Meetings, have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

Not Applicable

5. a) Average net profit/(loss) of the Company as per sub-section (5) of section 135: H (8992.10 Lacs)

b) Two percent of average net profit of the Company as per sub-section (5) of section 135: Not

Applicable

c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

d) Amount required to be set off for the financial year, if any: Not Applicable

e) Total CSR obligation for the financial year (5b+5c- 5d): Not Applicable

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Ongoing Project: Not Applicable

Other than Ongoing Project: Not Applicable

b) Amount spent in Administrative Overheads: Not Applicable

c) Amount spent on Impact Assessment, if applicable: Not Applicable

d) Total amount spent for the Financial Year [(6a)+(6b)+(6c)]: Not Applicable

e) CSR amount spent or unspent for the Financial year:

f) Excess amount for set off, if any:

7. Details of Unspent CSR amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not Applicable

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of remuneration of each Director to the median remuneration of the employees and percentage change in remuneration of each Director and KMP viz. Chief Executive Officer, Chief Financial Officer and Company Secretary during the financial year ended on March 31, 2025, is as under -

Note:

(a) Perquisites have been valued as per Income Tax Act, 1961.

(b) Save and except the above, no remuneration was paid by the Company to Directors/ KMPs during FY-25.

(ii) There was an increase of 1% in the median remuneration of employees of the Company in FY-25.

(iii) As on March 31, 2025, there were 1587 permanent employees on the rolls of the Company.

(iv) Average percentage increase in remuneration of employees, other than managerial personnel, during FY- 25 is 7.7%. During the same period, the average percentage change in remuneration of managerial personnel is given in above table.

(v) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

Information on conservation of energy, technology absorption, foreign exchange earnings & outgo as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

(A) Conservation of energy-

(i) Steps taken or impact on conservation of energy:

Energy saving initiatives taken during earlier years were further progressed during FY-25. At present, 100% of the lighting across all print locations have been converted to LED. Internal energy audit in factories has been taken up and various energysaving projects were implemented. Major energy saving projects undertaken this year

1. Replaced 2 * 400KVA UPS with en ergy efficient 2 * 300 KVA UPS

2. UPS Load rationalization to eliminate usage of 2 * 400 KVA UPS

3. Replaced 2 nos of AHUs with EC / IE4 fan technology.

4. Operational Control to conserve energy of air compressors, CTPs, Lighting, Air Conditioning and Machine chillers.

These projects delivered savings of ~H 42 Lacs/ year.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

The Company continues to use green energy (Solar project) through Power Purchase Agreement (PPA) with M/s Amplus Green Power Pvt Ltd to provide open access solar power (3.84 MWp). With this initiative we are utilising 70% of our total power requirement through Solar Energy based on applicable Solar regulatory authority laws. It has saved electricity cost of H 98 Lacs/ year (approx.) at our Greater Noida plant.

(iii) Capital investment on energy conservation equipment:

In line with the Companys strategy to optimise energy conservation, a sum of H 91 Lacs was spent:

1. H 70 Lacs on the replacement of UPS

2. H 21 Lacs on replacement of Air Handling Unit (AHUs).

(B) Technology absorption-

(i) Efforts made towards technology absorption:

Energy efficient AHUs & UPS.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Cost Savings of approx. H 42 Lacs/ year

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Details of technology imported: EC Fan Technology for AHU, 4-level hybrid technology for UPS

b) Year of import: 2024

c) Whether the technology being fully absorbed: Yes

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) Expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and outgo-

• Foreign Exchange earned in terms of actual inflows during the year: H 406 Lacs

• Foreign Exchange outgo during the year in terms of actual outflows: H 11,970 lacs

CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE [Pursuant to Regulation 34(3) read with Schedule V Para E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To

The Members

HT Media Limited

Reg Office: Hindustan Times House,

18-20, Kasturba Gandhi Marg,

New Delhi-110001

I have examined the compliance of the conditions of Corporate Governance by HT Media Limited (the Company) for the financial year ended on March 31, 2025, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to the procedures and implementation thereof, adopted by the Company, for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, I hereby certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2025.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.