Your Directors are pleased to present their Twenty-Third Report, together with the Audited Financial Statements
(Standalone and Consolidated) for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

Your Company’s performance during the financial year ended on March 31, 2025, along with previous year’s figures is
summarized below:

(J in Lacs)

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, 2025.

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 Company’s
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

Hon’ble 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 management’s 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 Company’s “HTML Employee Stock Option Scheme
- 2009” (‘HTML ESOS 2009’) whereunder the Eligible
Employees are entitled to grant of option(s) in relation
to the Company’s 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’.

The information required to be disclosed pursuant to
the provisions of the SEBI ESOP Regulations is available
on the Company’s website at https://www.htmedia.in/
wp-content/uploads/2025/08/ESOP-Disclosure-1.pdf.
Certificate dated August 05, 2025 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 Company’s equity shares are compulsorily tradeable
in electronic form. As on March 31, 2025, 99.99% of the
Company’s 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 Hon’ble 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.

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, 2025 are available for inspection at Company’s
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 Company’s 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. 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

Directors

Appointments:

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.

Re-appointment of Director retiring by rotation:

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.

Cessation:

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

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
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.

Board Diversity:

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 organization’s 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 Company’s ‘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
Company’s 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.

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, 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.

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, 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

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 Company’s ‘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 Company’s 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

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 NCD’s as on March 31, 2025.

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 Company’s 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-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

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, 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.

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 Company’s 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 Company’s “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 Company’s Code of Conduct
and any incident of leak or suspected leak of Unpublished
Price Sensitive Info rmation (UPSI). The Policy provides fo r
adequate safeguards against victimization of the Whistle
Blower. The Policy is available on the Company’s 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-25, is available on the website of
the Company at https://www.htmedia.in/wp-content/
uploads/2025/08/Draft-MGT-7.pdf

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 Company’s
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.

Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

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 except due to merger of HT Mobile
Solutions Limited with the Company, the details
of which are mentioned under section ‘Scheme of
Arrangement’ of this report.

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
2024-25 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
Regulato r, Court or Tribunal which impact the ‘going
concern’ status and Company’s 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: August 05, 2025 DIN: 00020648