We have audited the standalone financial statements of
HT Media Limited (“the Company”) and its employee
welfare trust, which comprise the Balance sheet as at
March 31, 2025, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Cash
Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the standalone
financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us and based on
the consideration of reports of other auditors on separate
financial statements and on the other financial information
of the employee welfare trust, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended (“the Act”) in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025, its
loss including other comprehensive income, its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs), as specified under section 143(10) of the Act.
Our responsibilities under those Standards are further
described in the ‘Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements’ section of our report.

We are independent of the Company in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered
Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements for the
financial year ended March 31, 2025. These matters were
addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our
description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the
standalone financial statements. The results of our audit
procedures, including the procedures perfo rmed to address
the matters below, provide the basis for our audit opinion
on the accompanying standalone financial statements.

Other Information

The Company’s Board of Directors is responsible for the
other information. The other information comprises
the information included in the Annual report, but
does not include the standalone financial statements
and our auditor’s report thereon. The Annual report is
expected to be made available to us after the date of this
auditor's report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether such other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

Responsibilities of Management for the
Standalone Financial Statements

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
of the assets of the Company/Trust and for preventing and
detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent;

and the design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
management/board of trustees is responsible for
assessing the Company’s/trust’s ability to continue as a
going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management/board of trustees either
intends to liquidate the Company/Trust or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors/Board of Trustees are also
responsible for overseeing the Company’s/Trust’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement

of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s
report to the related disclosures in the financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial statements of the employee
welfare trust of the Company to express an opinion
on the standalone financial statements. We are
responsible for the direction, supervision and
performance of the audit of the financial statements
of the components which have been audited by
us. For the employee welfare trust included in the
standalone financial statements, which have been
audited by other auditors, such other auditors
remain responsible for the direction, supervision
and performance of the audits carried out by them.
We remain solely responsible for our audit opinion.

We communicate with those charged with governance

regarding, among other matters, the planned scope

and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements for the financial year ended March
31, 2025 and are therefore the key audit matters. We
describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other Matters

The financial statements of the Company for the year
ended March 31, 2024, included in these standalone
financial statements, are restated pursuant to the scheme
of amalgamation approved by the Hon’ble National
Company Law Tribunal, as disclosed in note 50 of the
standalone financial statements, between HT Mobile
Solutions Limited ("transferor Company") and the
Company. The Comparative financial statements for the
year ended March 31, 2024 for the transferor Company
and the Company were audited by the predecessor
auditor who expressed an unmodified opinion on those
statements on May 8, 2024 and May 8, 2024 respectively.
The consequential adjustments to give effect of the
Scheme of Arrangement to these standalone financial
statements have been recorded by the Company and
which have been audited by us.

We did not audit the financial statements and other
financial information, in respect of one employee welfare
trust, whose financial statements include total assets of
INR 1,312 lakhs as at March 31, 2025, and total revenues
of INR Nil and net cash outflows of INR 1 lakh for the year
ended on that date. These financial statements and other

financial information of the said employee welfare trust
have been audited by other auditors, whose financial
statements, other financial information and auditor’s
reports have been furnished to us by the management.
Our opinion on the standalone financial statements, in so
far as it relates to the amounts and disclosures included
in respect of this employee welfare trust and our report
in terms of sub-sections (3) of Section 143 of the Act, in so
far as it relates to the aforesaid employee welfare trust,
is based solely on the report of such other auditors. Our
opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the “Annexure 1” a
statement on the matters specified in paragraphs 3
and 4 of the Order.

2. As required by Section 143(3) of the Act, we report,
to the extent applicable, that:

(a) We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit;

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination
of those books except for the matters stated
in the paragraph (i)(vi) below on reporting
un der Rule 11(g);

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with
the books of account;

(d) In our opinion, the aforesaid standalone
financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31,
2025 taken on record by the Board of Directors,
none of the directors is disqualified as on March
31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph (b)
above on reporting under Section 143(3)(b)
and paragraph (i)(vi) below on reporting
under Rule 11(g).;

(g) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the
operating effectiveness of such controls,
refer to our separate Report in “Annexure 2”
to this report;

(h) In our opinion, the managerial remuneration
for the year ended March 31, 2025 has been
paid / provided by the Company to its directors
in accordance with the provisions of section
197 read with Schedule V to the Act;

(i) With respect to the other matters to be included
in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, as amended in our opinion and to
the best of our information and according to
the explanations given to us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements - Refer Note 35 to the
standalone financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses;

iii. There were no amounts which were
required to be transferred, to the
Investor Education and Protection Fund
by the Company;

iv. a) The management has represented
that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium
or any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b) The management has represented
that, to the best of its knowledge
and belief, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (“Funding Parties”),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall, whether,
directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations
under sub-clause (a) and (b) contain
any material misstatement.

v. No dividend has been declared or paid
during the year by the Company.

vi. Based on our examination which included
test checks, the Company has used
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the software, except that the audit trail
feature was enabled at database level
from June 1, 2024. Further, for certain
sub-systems supporting revenue process,
in the absence of Service Organization

Controls (SOC) report covering the
audit trail feature at application or/and
database level, we are unable to comment
on whether audit trail feature was enabled
and operated throughout the year (refer
Note 53 to the financial statements).
Further, during the course of our audit
we did not come across any instance of
audit trail feature being tampered with.
Additionally, the audit trail of prior year
has been preserved by the Company as
per the statutory requirements for record
retention to the extent it was enabled and
recorded in those respective year

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vishal Sharma

Partner

Membership Number: 096766
UDIN: 25096766BMIOIW3861

Place of Signature: New Delhi
Date: May 20, 2025