H T Media Ltd Directors Report

Dear Members,

Your Directors are pleased to present their Twenty-Second Report, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

Your Companys performance during the financial year ended on March 31, 2024, along with previous years figures is summarized below:

(Rs. in Lacs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	1,01,017	1,01,228	1,88,580	1,86,245
Earnings before finance costs, tax, depreciation and amortization expense (EBITDA) and exceptional items	9,194	3,775	11,831	1,154
Add: Exceptional Items (loss)	(8,948)	(10,346)	(6,233)	-
Less: Depreciation and amortization expense	8,024	8,513	11,921	13,170
Less: Finance costs	6,316	5,791	7,777	7,563
Add: Share of profit of joint ventures (accounted for using equity method)	-	-	53	243
Loss before tax	(14,094)	(20,875)	(14,047)	(19,336)
Less: Tax expense
- Current Tax	-	(201)	-	(176)
- Deferred tax charge/ (Credit)	(2,226)	6,841	(4,909)	6,015
Total tax expenses	(2,226)	6,640	(4,909)	5,839
Loss after tax	(11,868)	(27,515)	(9,138)	(25,175)
Add: Other comprehensive income (net of tax)	-	-	-	-
a) Items that will not be reclassified to profit or loss	(17)	(115)	(613)	(7,806)
b) Items that will be reclassified to profit or loss	(28)	-	(25)	114
Total Comprehensive loss (Net of tax)	(11,913)	(27,630)	(9,776)	(32,867)
Opening Balance in retained earnings	34,362	61,991	1,15,329	1,38,058
Add: Loss for the year	(11,868)	(27,515)	(8,060)	(22,729)
Add: Item of other comprehensive income recognized directly in retained earnings	-	-	-	-
- Re-measurement of post-employment benefit obligation (net of tax)	(26)	(114)	(100)	-
Total Retained Earnings	22,468	34,362	1,07,169	1,15,329

DIVIDEND

The Board of Directors have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2024.

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at https://www.htmedia.in/wp-content/uploads/2020/08/ Dividend Distribution Policy.pdf

COMPANY PERFORMANCE AND FUTURE OUTLOOK

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

SCHEME OF ARRANGEMENT

The Composite Scheme of Amalgamation ("the Scheme") u/s 230-232 of the Companies Act, 2013 ("the Act") which, inter-alia, provides for merger of HT Mobile Solutions Limited (HTMSL) ("transferor entity") with HT Media Limited (HTML) ("the Company") has not been approved by the Honble National Company Law Tribunal (NCLT), New Delhi Bench. The Company had filed an appeal with Honble National Company Law Appellate Tribunal (NCLAT) and NCLAT vide its order dated March 12, 2024 has set aside the order passed by NCLT and directed NCLT to revisit the application of second motion. The Company has filed an application seeking directions from NCLT for listing and disposal of the second motion application and matter is listed on August 14, 2024 for further consideration.

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-2007" (‘HTML ESOS 2007) and "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-24. Further, during the year under review, no options were granted and vested (each option representing one equity share of H 2/- each) under ‘HTML ESOS 2007 and ‘HTML ESOS 2009. 45,407 options were exercised under ‘HTML ESOS 2009 and 83,264 and 79,463 options were cancelled under ‘HTML ESOS 2007 and ‘HTML ESOS 2009 respectively.

The information required to be disclosed pursuant to the provisions of the SEBI ESOP Regulations is available on the Companys website at https://www.htmedia.in/wp- content/uploads/2024/08/HTML-ESOP-DisclosureFY-24. pdf. Certificate dated July 26, 2024 issued by Secretarial Auditor in terms of the SEBI ESOP Regulations is available for inspection by the Members and any Member desirous to inspect the same may send a request to the said effect from his/ her registered email ID to investor@ hindustantimes.com.

DEPOSITORY SYSTEM

The Companys equity shares are compulsorily tradeable in electronic form. As on March 31, 2024, 99.99% of the Companys total paid-up capital representing 23,27,36,175 equity shares are in dematerialized form.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2024, your Company has six (6) direct subsidiary Companies namely, Hindustan Media Ventures Limited, Next Mediaworks Limited, HT Music and Entertainment Company Limited, HT Mobile Solutions Limited, Mosaic Media Ventures Private Limited & HT Overseas Pte. Ltd. ; two (2) indirect subsidiary Companies namely, Next Radio Limited & HT Noida (Company) Limited and one (1) associate Company HT Content Studio LLP. Your Company does not have any joint venture Company within the meaning of Section 2(6) of the Act during the year under review.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of subsidiary/ associate Companies for the financial year ended on March 31, 2024 are available for inspection at Companys website viz. https://www.htmedia.in/investors/financial-statements- of-subsidiaries.

A report on the performance and financial position of each of the subsidiary / associate Companies in prescribed Form AOC-1, is annexed to the Consolidated Financial Statements and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies), is available on the Companys website at https://www.htmedia.in/ wp-content/uploads/2020/08/Policy Form Determining Material Subsidiary.pdf.

The contribution of subsidiary/ associate/ joint ventures Companies to the overall performance of your Company is outlined in note no. 48 of the Consolidated Financial Statements for the financial year ended March 31, 2024.

No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Appointments:

On the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 18, 2023 and Shareholders at the Annual General Meeting ("AGM") held on September 27, 2023 have re-appointed:

(a) Smt. Shobhana Bhartia (DIN: 00020648) as Chairperson and Editorial Director (Managing Director) w.e.f. July 01, 2023 for a period of five (5) years.

(b) Shri Praveen Someshwar (DIN: 01802656), as Managing Director and Chief Executive Officer (Key Managerial Personnel) w.e.f. August 01, 2023 for a period of five (5) years.

Further, the Board, based on the recommendation of Nomination and Remuneration Committee, and after considering the integrity, knowledge, experience, expertise, and proficiency of Shri Ashwani Windlass (DIN: 00042686) accorded its approval to appoint him as an Additional Director (Independent) of the Company w.e.f. January 19, 2024 for a period of five (5) years, which was approved by the Members via postal ballot on March 06, 2024.

The details on the number of Board/ Committee Meetings held are provided in the Corporate Governance Report, which forms part of this Annual Report.

Re-appointment of Director retiring by rotation:

In accordance with the provisions of the Act, Shri Priyavrat Bhartia (DIN: 00020603) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Directors commends the re-appointment of Shri Priyavrat 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(s) are given in the Notice of ensuing AGM, forming part of this Annual Report.

Independent Directors Declaration

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 Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Board Diversity:

Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever- evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including a Woman Director.

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

In terms of Section 203 of the Act, the Key Managerial Personnels (KMPs) of the Company are Shri Praveen Someshwar, Managing Director & Chief Executive Officer; Shri Piyush Gupta, Group Chief Financial Officer and Shri Manhar Kapoor, Group General Counsel and Company Secretary.

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 thier 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 Auditors Report of B S R on Annual Financial Statements for the financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark or disclaimer.

The term of the Statutory Auditors is expiring on the conclusion of the ensuing AGM. Accordingly, the Board of Directors will be recommending the appointment/re-appointment of Statutory Auditors for approval of the shareholders at the ensuing AGM of the Company.

Secretarial Auditor

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-in-Practice (C.P. No. 5143) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended on March 31, 2024. Secretarial Audit Report of the Company for FY-24 is annexed herewith as "Annexure - A" and the report does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditor

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, 2024. The Cost Audit Report has been placed before the meeting of Audit Committee and Board of Directors held on July 26, 2024 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 2023-24.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Companys ‘Policy on Materiality of and dealing with Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companys website at https://www. htmedia.in/wp-content/uploads/2020/08/Policy materiality dealing Related Party Transactions.pdf.

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

Companys Non-Convertible Debentures ("NCDs") are listed on BSE Limited. During the year under review, the Company has not allotted any NCDs.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is committed to undertake socially useful programmes for welfare and sustainable development of the community at large. The Corporate Social Responsibility (CSR) Committee of Directors is in place in terms of Section 135 of the Act. The composition, terms of reference and other details of the CSR Committee are provided in the ‘Report on Corporate Governance, which forms part of this Annual Report. The Company has in place a CSR Policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Companys website at https://www. htmedia.in/wp-content/uploads/2020/08/HT Media CSR Policy-2021.pdf and there was no change in the same during the year under review.

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-24 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

Pursuant to Section 134 of the Act, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended on March 31, 2024, 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, 2024; and of the loss of the Company for the year ended on March 31, 2024;

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 and 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, 2024, the Board met four times on May 18, 2023, July 28, 2023, November 08, 2023 and January 19, 2024. 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.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website at https://www.htmedia.in/wp-content/uploads/2020/08/ Remuneration Policy 16-Jan-19.pdf. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto. There was no change in the remuneration policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations, is addressed in the Companys "Whistle Blower Policy". In terms of the Policy, Directors/ employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Companys Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companys website at https://www.htmedia.in/wp-content/uploads/2020/08/ Whistle Blower Policy.pdf.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part to this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to investor@hindustantimes.com.

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

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for FY-24, is available on the website of the Company at https://www.htmedia.in/investors/ annual-return-report

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

Your Company adheres to a strict policy to ensure the safety of women employees at workplace. The Company is fully compliant with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Committee (IC) is in place to redress complaints regarding sexual harassment. IC is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys policy in this regard, is available on the employee intranet portal. The Company conducts regular training sessions for employees and Members of IC and has also rolled-out an online module for employees to increase awareness. Further, no complaints were received during the year under review.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company also has in place Internal control system which is supplemented by an extensive program of internal audits and their review by the Management. The in-house internal audit function, suppo rted by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management Tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act.

2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

5. The Company has not transferred any amount to the General Reserve.

6. No material changes/commitments of the Company have occurred after the end of the Financial Year 2023-24 and till the date of this report, which affect the financial position of your Company.

7. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern status and Companys operations in future.

8. Statutory Auditor, Secretarial Auditor and Cost Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.

9. There was no change in the nature of business of the Company.

10. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

11. There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operation extended by all the stakeholders, including Ministry of Information & Broadcasting, regulatory authorities and other government authorities, shareholders, investors, readers, advertisers, browsers, listeners, customers, banks, vendors and suppliers.

Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

	For and on behalf of the Board
	(Shobhana Bhartia)
Place: New Delhi	Chairperson & Editorial Director
Date: July 26, 2024	DIN: 00020648